EXHIBIT 10.1


EMPLOYMENT AGREEMENT


THIS AGREEMENT  is made as of
February 26, 2007, by and among FIRSTBANK FINANCIAL SERVICES, INC., a bank
holding company organized under the laws of the State of Georgia (the “Company”),
FIRSTBANK FINANCIAL SERVICES, a bank organized under the laws of the State of
Georgia (the “Bank”) (the Company and the Bank are collectively referred to
herein as the “Employer”), and LISA J. MAXWELL, a resident of the State of
Georgia (the “Executive”).


RECITALS:


The Employer employs the Executive as Executive Vice
President and Chief Financial Officer of the Company and the Bank, and the
Employer and the Executive wish to continue such employment pursuant to the
terms of this Agreement.


In consideration of the mutual agreements
hereinafter set forth, the parties hereby agree as follows:


1.                                      Definitions. 
Whenever used in this
Agreement, the following terms and their variant forms together with any
amendments hereto made in the manner described in this Agreement:


1.1          “Affiliate” shall mean any business entity which controls the Company, is
controlled by or is under common control with the Company.


1.2          “Agreement” shall mean this Agreement and any exhibits
incorporated herein together with any amendments hereto made in the manner
described in this Agreement.


1.3          “Area” shall mean the geographic area within the
boundaries of Henry County and Clayton County, Georgia.  It is the express intent of the parties that
the Area as defined herein is the area where the Executive performs services on
behalf of the Employer under this Agreement as of the Effective Date.


1.4          “Business of the
Employer” shall
mean the business conducted by the Employer, which is the business of
commercial banking.


1.5          “Cause” shall mean:


1.5.1        With
respect to termination by the Employer:


(a)           A material breach of the terms of
this Agreement by the Executive, including, without limitation, failure by the
Executive to perform her duties and 



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responsibilities in the
manner and to the extent required under this Agreement, which remains uncured
after the expiration of thirty (30) days following the delivery of written
notice of such breach to the Executive by the President and Chief Executive
Officer of the Company or the Bank.  Such
notice shall (i) specifically identify the duties that the President and Chief
Executive Officer of the Company or the Bank believes the Executive has failed
to perform, and (ii) state the facts upon which such determination is made;


(b)           Conduct by the Executive that amounts
to fraud, dishonesty or willful misconduct in the performance of her duties and
responsibilities hereunder;


(c)           Arrest for, charged in relation to
(by criminal information, indictment or otherwise), or conviction of the
Executive during the Term of this Agreement of a crime involving breach of
trust or moral turpitude or any felony;


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


(e)           The
receipt of any form of notice, written or otherwise, that any regulatory agency
having jurisdiction over the Employer intends to institute any form of formal
or informal regulatory action against the Executive or the Employer, provided
that the Board of Directors of the Company and the Bank determines in good faith
that such action involves acts or omission by or under the supervision of the
Executive or that termination of the Executive could materially advance the
Employer’s compliance with the purpose of the action or would materially assist
the Employer in avoiding or reducing the restrictions or adverse effects to the
Employer related to the regulatory action.


1.5.2        With
respect to termination by the Executive,


(a)           a
material diminution in the powers, responsibilities or duties of the Executive
hereunder;


(b)           a
material breach of the terms of this Agreement by the Employer,


which remains uncured after the expiration of thirty (30)
days following the delivery of written notice of such diminution or breach to
the Employer by the Executive; or


(c)           following a Change of Control,


(i)            a
material reduction in the rate of the Executive’s Base Salary in effect as of
the effective date of the Change of Control; or


(ii)           a
change in the Executive’s principal business office location such that the
Executive is required to report regularly to a location which is 



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located more than thirty (30) miles from the Employer’s
principal business office located in McDonough, Georgia.


1.6          “Change of Control”
means any one of the
following events which occurs on or after the Effective Date:


(a)           the acquisition by any person or
persons acting in concert of the then outstanding voting securities of the
Company or the Bank, if, after the transaction, the acquiring person (or
persons) owns, controls or holds, with power to vote forty percent (40%) or
more of any class of voting securities of the Company or the Bank;


(b)           within any twelve-month period
(beginning on or after the Effective Date) the persons who were directors of
the Company or the Bank immediately before the beginning of such twelve-month
period (the “Incumbent Directors”) shall cease to constitute at least a
majority of such Board of Directors; provided, however, that any director who
was not a director as of the Effective Date shall be deemed to be an Incumbent
Director if that director were elected to the Board of Directors of the Company
or the Bank by, or on the recommendation of or with the approval of, at least
two-thirds (2/3) of the directors who then qualify as Incumbent Directors; and
provided further that no director whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of directors shall be deemed to be an Incumbent Director;


(c)           a reorganization, merger or
consolidation, with respect to which persons who were the stockholders of the
Company or the 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


(d)           the sale, transfer or assignment of
all or substantially all of the assets of the Company or the Bank to any third
party.


1.7          “Code” shall mean the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder.


1.8          “Competing Business” shall mean any business
engaged in the Business of the Employer.


1.9          “Confidential
Information”
means data and information relating to the business of the Employer (which does
not rise to the status of a Trade Secret) which is or has been disclosed to the
Executive or of which the Executive became aware as a consequence of or through
the Executive’s relationship to the Employer and which has value to the Employer
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 Employer (except where 



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such
public disclosure has been made by the Executive without authorization) or that
has been independently developed and 
disclosed by others, or that otherwise enters the public domain through
lawful means.


1.10        “Disability” shall mean the inability of the Executive to
perform each of her material duties under this Agreement for the duration of
the short-term disability period under the Employer’s policy then in effect
(or, if no such policy is in effect, a period of one hundred eighty (180)
consecutive days) as certified by a physician chosen by the Employer and
reasonably acceptable to the Executive.


1.11        “Effective Date”  shall
mean February 26, 2007.


1.12        “Employer
Information”
means Confidential Information and Trade Secrets.


1.13        “Initial Term” shall mean that period of time commencing on
the Effective Date and running until the earlier of the close of business on
the last business day immediately preceding the third anniversary of the
Effective Date or any earlier termination of employment of the Executive under
this Agreement as provided for in Section 3.


1.14        “Term” shall mean the Initial Term and all
subsequent renewal periods.


1.15        “Trade Secrets” means Employer information including, but
not limited to, technical or nontechnical data, formulas, patterns,
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 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.


2.                                      Duties.


2.1          Position.  The
Executive is employed as the Executive Vice President and Chief Financial
Officer of the Company and the Bank, subject to the direction of the President
and Chief Executive Officer of the Company and the Bank, and shall perform and
discharge well and faithfully the duties which may be assigned to her from time
to time by the Company or the Bank in connection with the conduct of its
business.  The duties and
responsibilities of the Executive are set forth on Exhibit A attached
hereto.



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2.2          Full-Time Status.  In
addition to the duties and responsibilities specifically assigned to the
Executive pursuant to Section 2.1 hereof, the Executive shall:


(a)           devote substantially all of her time,
energy and skill during regular business hours to the performance of the duties
of her employment (reasonable vacations and reasonable absences due to illness
excepted) and faithfully and industriously perform such duties;


(b)           diligently follow and implement all
reasonable and lawful management policies and decisions communicated to her by
the President and Chief Executive Officer of the Company and/or the Bank; and


(c)           timely prepare and forward to the
President and Chief Executive Officer of the Company and/or the Bank all
reports and accountings as may be requested of the Executive.


2.3          Permitted Activities.  The
Executive shall devote her entire business time, attention and energies to the
Business of the Employer and shall not during the Term be engaged (whether or
not during normal business hours) in any other business or professional
activity, whether or not such activity is pursued for gain, profit or other
pecuniary advantage; but this shall not be construed as preventing the
Executive from:


(a)           investing her personal assets in
businesses other than Competing Businesses (subject to clause (b) below) which
will not require any services on the part of the Executive in their operation
or affairs and in which her participation is solely that of an investor;


(b)           purchasing securities in any
corporation whose securities are regularly traded provided that such purchase
shall not result in her collectively owning beneficially at any time five
percent (5%) or more of the equity securities of any Competing Business; and


(c)           participating in civic and
professional affairs and organizations and conferences, preparing or publishing
papers or books or teaching so long as the President and Chief Executive
Officer of the Company or the Bank approves of such activities prior to the
Executive’s engaging in them.


3.                                      Term and Termination.


3.1          Term.  This
Agreement shall remain in effect for the Initial Term.  At the end of the Initial Term and at the end
of each twelve-month extension thereof, this Agreement shall automatically be
extended for a successive twelve-month period unless any party gives written
notice to the others of its or her intent 



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not
to extend this Agreement with such written notice to be given not less than
sixty (60) days prior to the end of the Initial Term or such twelve-month
period.  In the event such notice of
non-extension is properly given, this Agreement shall terminate at the end of
the remaining Term then in effect.


3.2          Termination.  During
the Term, the employment of the Executive under this Agreement may be
terminated only as follows:


3.2.1        By the Employer:


(a)           For Cause, upon written notice to the
Executive following any applicable cure period described in Section 1.5.1
hereof, in which event the Employer shall have no further obligation to the
Executive except for the payment of any amounts due and owing under Section 4
on the effective date of termination;


(b)           Without Cause, provided that the
Employer shall give the Executive thirty (30) days’ prior written notice of its
intent to terminate, in which event the Employer shall be required to continue
to meet its obligations to the Executive under Section 4.1 for twelve (12)
months following the effective date of termination; or


(c)           Upon the Disability of the Executive,
provided that the Employer shall give the Executive thirty (30) days’ prior
written notice of its intent to terminate, in which event, the Employer shall
be required to continue to meet its obligations to the Executive under Section
4.1 for twelve (12) months following the effective date of termination or until
the Executive begins receiving payments under the Employer’s long-term
disability policy, whichever occurs first.


3.2.2        By
the Executive:


(a)           For Cause, upon written notice to the
Employer following any applicable cure period described in Section 1.5.2
hereof, in which event the Employer shall be required to continue to meet its
obligations to the Executive under Section 4.1 for twelve (12) months following
the effective date of termination; or


(b)           Without Cause or upon the Disability
of the Executive, provided that the Executive shall give the Employer sixty
(60) days’ prior written notice of her intent to terminate, in which event the
Employer shall have no further obligation to the Executive except for the
payment of any amounts due and owing under Section 4 on the effective date of
the termination.


3.2.3        At any time upon mutual, written
agreement of the parties, in which event the Employer shall have no further
obligation to the Executive except for the payment of 



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any amounts due and owing
under Section 4 of this Agreement on the effective date of termination.


3.2.4        Upon expiration of the Term as provided
in Section 3.1, in which event the Employer shall have no further obligation to
the Executive except for payment of any amounts due and owing under Section 4
on the last day of the Term then in effect.


3.2.5        Notwithstanding anything in this
Agreement to the contrary, the Term shall end automatically upon the Executive’s
death, in which event the Employer shall have no further obligation to the
Executive or the Executive’s estate except for the payment of any amounts due
and owing under Section 4 on the effective date of termination.


3.3          Change of Control.  If,
within twelve (12) months following a Change of Control, the Executive
terminates her employment with the Employer under this Agreement for Cause or
the Employer terminates Executive’s employment without Cause, the Executive, or
in the event of her subsequent death, her designated beneficiaries or her
estate, as the case may be, shall receive, as liquidated damages, in lieu of
all other claims, a severance payment equal to one (1) times the Executive’s
then current Base Salary, to be paid in full as soon as practicable following
the date of termination.


In no event shall the payment(s) described in this
Section 3.3 exceed the amount permitted by Section 280G of the Code.  Therefore, if the aggregate present value
(determined as of the date of the Change of Control in accordance with the
provisions of Section 280G of the Code) of both the severance payment and all
other payments to the Executive in the nature of compensation which are
contingent on a change in ownership or effective control of the Employer or in
the ownership of a substantial portion of the assets of the Employer (the “Aggregate
Severance”) would result in a “parachute payment,” as defined under Section
280G of the Code, then the Aggregate Severance shall not be greater than an
amount equal to 2.99 multiplied by Executive’s “base amount” for the “base
period,” as those terms are defined under Section 280G.  In the event the Aggregate Severance is
required to be reduced pursuant to this Section 3.3, the Executive shall be
entitled to determine which portion of the Aggregate Severance is reduced so
that the Aggregate Severance satisfies the limit set forth in the preceding
sentence.  Notwithstanding any provision
in this Agreement, if the Executive may exercise her right to terminate
employment under this Section 3.3 or under Section 3.2.2(a), the Executive may
choose which provision shall be applicable.


4.                                      Compensation.  The
Executive shall receive the following salary and benefits during the Term:


4.1          Base Salary.  The Executive shall be compensated at an annual base rate of $121,275
(the “Base Salary”).  The obligation for
payment of Base Salary shall be apportioned between the Company and the Bank as
they may agree from time to time in their sole discretion.  The Executive’s Base Salary shall be reviewed
by the Board of Directors of the Company and/or the Bank, or 



 7
 









committee(s)
thereof, at least annually, and the Executive shall be entitled to receive annually
an increase in such amount, if any, as may be determined by such Boards of
Directors, or committee(s) thereof, based on their evaluation of Executive’s
performance.  Base Salary shall be
payable in accordance with the Employer’s normal payroll practices.


4.2          Incentive Compensation.  The Executive shall be entitled to annual bonus
compensation, if any, as determined by the Board of Directors of the Company or
the Bank or designated committees thereof, pursuant to any incentive
compensation program as may be adopted by the Company or the Bank from time to
time.  Notwithstanding the foregoing, no
bonuses will be paid to the Executive under this Section 4.2 if the Bank does
not have a CAMELS rating of 1 or 2 for the period to which the bonus relates or
if the Employer is subject to any active regulatory investigation for the time
period to which the bonus relates, excluding routine regulatory exams.


4.3          Health Insurance. 
The Employer shall reimburse the Executive for the cost of premium
payments paid by the Executive for coverage of the Executive and her eligible
dependents under the health and dental insurance plans maintained by the
Employer.


4.4          Business Expenses;
Memberships. The
Employer specifically agrees to reimburse the Executive for:


(a)           reasonable and necessary business
(including travel) expenses incurred by the Executive in the performance of her
duties as approved by the President and Chief Executive Officer of the Company
or the Bank; and


(b)           reasonable dues and business related
expenditures, including initiation fees, associated with memberships in
professional associations which are commensurate with the Executive’s position;


provided; however, that the Executive shall, as a condition of any
reimbursement, submit verification of the nature and amount of such expenses in
accordance with reimbursement policies from time to time adopted by the
Employer and in sufficient detail to comply with rules and regulations
promulgated by the Internal Revenue Service.


4.5          Vacation.  On a
non-cumulative basis, the Executive shall be entitled to four (4) weeks of
vacation in each successive twelve-month period during the Term, during which
her compensation shall be paid in full.


4.6          Benefits.  In
addition to the benefits specifically described in this Agreement, the
Executive shall be entitled to such benefits as may be available from time to
time to executives of the Employer similarly situated to the Executive.  All such benefits shall be awarded and
administered in accordance with the Employer’s standard policies and
practices.  Such benefits may include, 



 8
 









by
way of example only, profit-sharing plans, retirement plans, dental, health,
life and disability insurance benefits and such other benefits as the Employer
deems appropriate.


4.7          Withholding.  The
Employer may deduct from each payment of compensation hereunder all amounts
required to be deducted and withheld in accordance with applicable federal and
state income, FICA and other withholding requirements.


5.                                      Employer Information.


5.1          Ownership of
Employer Information.  All Employer Information
received or developed by the Executive while employed by the Employer will
remain the sole and exclusive property of the Employer.


5.2          Obligations of the
Executive.  The Executive agrees:


(a)           to
hold Employer Information in strictest confidence;


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


(c)           in any event, not to take any action
causing or fail to take any action necessary in order to prevent any Employer
Information from losing its character or ceasing to qualify as Confidential
Information or Trade Secrets.


In the event that the Executive is required by law to disclose any
Employer Information, the Executive will not make such disclosure unless (and
then only to the extent that) the Executive 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 Employer when the Executive becomes aware that
such disclosure has been requested and is required by law.  This Section 5 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.


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


6.                                      Non-Competition.  The Executive agrees that during her
employment by the Employer hereunder and, in the event of her termination:


·                  by the Employer for
Cause pursuant to Section 3.2.1(a),



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·                  by the Employer without
Cause pursuant to Section 3.2.1(b),


·                  by the Executive without
Cause pursuant to Section 3.2.2(b), or


·                  by the Executive in
connection with a Change of Control pursuant to Section 3.3,


for a period of six (6) months
thereafter, she will not (except on behalf of or with the prior written consent
of the Employer), within the Area, either directly or indirectly, on her own
behalf or in the service of others, as an executive employee or in any other
capacity which involves duties and responsibilities similar to those undertaken
for the Employer (including as an organizer or proposed executive officer of a
new financial institution), undertake for any Competing Business duties and
responsibilities similar to those undertaken by the Executive for the Employer.


7.                                      Non-Solicitation
of Customers.  The Executive agrees that
during her employment by the Employer hereunder and in the event of her
termination:


·                  by the Employer for
Cause pursuant to Section 3.2.1(a),


·                  by the Employer without
Cause pursuant to Section 3.2.1(b),


·                  by the Executive without
Cause pursuant to Section 3.2.2(b), or


·                  by the Executive in
connection with a Change of Control pursuant to Section 3.3,


for a period of six (6) months
thereafter, she will not (except on behalf of or with the prior written consent
of the Employer), within the Area, on her own behalf or in the service of or on
behalf of others, solicit, divert or appropriate or attempt to solicit, divert
or appropriate, for any Competing Business any of the Employer’s customers,
including prospective customers actively sought by the Employer, with whom the
Executive has or had material contact during the last year of her employment,
for purposes of providing products or services that are competitive with those
provided by the Employer.


8.                                      Non-Solicitation
of Employees.  The Executive agrees that
during her employment by the Employer hereunder and, in the event of her
termination:


·                  by the Employer for
Cause pursuant to Section 3.2.1(a),


·                  by the Employer without
Cause pursuant to Section 3.2.1(b),


·                  by the Executive without
Cause pursuant to Section 3.2.2(b), or


·                  by the Executive in
connection with a Change of Control pursuant to Section 3.3,


for a period of six (6) months
thereafter, she will not, within the Area, on her 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 Employer to a Competing Business,
whether or not:


·                  such employee is a
full-time employee or a temporary employee of the Employer,


·                  such employment is
pursuant to written agreement, or


·                  such employment is for a
determined period or is at will.


9.                                      Remedies.  The
Executive agrees that the covenants contained in Sections 5 through 8 of this
Agreement are of the essence of this Agreement; that each of the covenants 



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is
reasonable and necessary to protect the business, interests and properties of
the Employer, and that irreparable loss and damage will be suffered by the
Employer should she breach any of the covenants.  Therefore, the Executive agrees and consents
that, in addition to all the remedies provided by law or in equity, the
Employer shall be entitled to a temporary restraining order and temporary and
permanent injunctions to prevent a breach or contemplated breach of any of the
covenants and shall be relieved of its obligations to make any and all payments
to the Executive that otherwise are or may become due and payable to the
Executive pursuant to Section 3.  The
Employer and the Executive agree that all remedies available to the Employer or
the Executive, as applicable, shall be cumulative.


10.                               Severability.  The
parties agree that each of the provisions included in this Agreement is
separate, distinct and severable from the other provisions of this Agreement
and that the invalidity or unenforceability of any Agreement provision shall
not affect the validity or enforceability of any other provision of this
Agreement.  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 and valid and enforceable under the law or public policy.


11.                               No Set-Off by the Executive.  The
existence of any claim, demand, action or cause of action by the Executive
against the Employer whether predicated upon this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Employer of any of its
rights hereunder.


12.                               Notice.  All
notices and other communications required or permitted under this Agreement
shall be in writing and, if mailed by prepaid first-class mail or certified
mail, return receipt requested, shall be deemed to have been received on the
earlier of the date shown on the receipt or three (3) business days after the
postmarked date thereof.  In addition,
notices hereunder may be delivered by hand or overnight courier, in which event
the notice shall be deemed effective when delivered.  All notices and other communications under
this Agreement shall be given to the parties hereto at the following addresses:




	
  

  	
  (i)

  	
  If to the Employer, to it at:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FirstBank Financial Services

  	
   

  
	
   

  	
   

  	
  120 Keys Ferry Street

  	
   

  
	
   

  	
   

  	
  McDonough, GA 30253

  	
   

  
	
   

  	
   

  	
  Attention: Thaddeus Williams

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  If to the Executive, to her at:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lisa J. Maxwell

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 



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13.                               Assignment.  This
Agreement is generally not assignable by the Employer except that the rights
and obligations of the Employer under this Agreement shall inure to the benefit
of and shall be binding upon the successors and assigns of the Employer.  The Agreement is a personal contract and the
rights and interests of the Executive may not be assigned by her.  This Agreement shall inure to the benefit of
and be enforceable by the Executive and her personal or legal representatives,
executors, administrators, successors, heirs, distributes, devisees and
legatees.


14.                               Waiver.  A
waiver by one party to this Agreement of any breach of this Agreement by the
other party to this Agreement shall not be effective unless in writing, and no
waiver shall operate or be construed as a waiver of the same or another breach
on a subsequent occasion.


15.                               Arbitration. 
Except for matters contemplated by Section 17 below, any controversy or
claim arising out of or relating to this contract, or the breach thereof, shall
be settled by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. 
Judgment upon the award rendered by the arbitrator may be entered only
in the State Court of Henry County or the federal court for the Northern
District of Georgia.  The Employer and
the Executive agree to share equally the fees and expenses (exclusive of legal
fees) associated with the arbitration proceedings.  Executive must initial
here: _____


16.                               Attorney’s Fees.  In
the event that the parties have complied with this Agreement with respect to
arbitration of disputes and litigation ensues between the parties concerning
the enforcement of an arbitration award, the party prevailing in such
litigation shall be entitled to receive from the other party all reasonable
costs and expenses, including without limitation attorneys’ fees, incurred by
the prevailing party in connection with such litigation, and the other party
shall pay such costs and expenses to the prevailing party promptly upon demand
by the prevailing party.


17.                               Applicable Law and Choice of
Forum.  This
Agreement shall be construed and enforced under and in accordance with the laws
of the State of Georgia.  The parties
agree that any appropriate state or federal court located in or embracing Henry
County, Georgia shall have exclusive jurisdiction of any case or controversy
arising under or in conjunction connection with Sections 5 through 9 of this
Agreement shall be a proper forum in which to adjudicate such case or
controversy.  The parties consent and
waive any objection to the jurisdiction or venue of such courts.


18.                               Interpretation.  Words
importing any gender include all genders. 
Words importing the singular form shall include the plural and vice
versa.  The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar
terms refer to this Agreement.  Any
captions, titles or headings preceding the text of any article, section or
subsection herein are solely for convenience of reference and shall not
constitute part of this Agreement or affect its meaning, construction or
effect.



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19.                               Entire Agreement.  This
Agreement embodies the entire and final agreement of the parties on the subject
matter stated in this Agreement.  No
amendment or modification of this Agreement shall be valid or binding upon the
Employer or the Executive unless made in writing and signed by both
parties.  All prior understandings and
agreements relating to the subject matter of this Agreement are hereby
expressly superseded and terminated, including, but not limited to that certain
employment agreement between the Executive and the Bank dated February 23,
2004.


20.                               Rights of Third Parties. 
Nothing herein expressed is intended to or shall be construed to confer
upon or give to any person, firm or other entity, other than the parties hereto
and their permitted assigns, any rights or remedies under or by reason of this
Agreement.


21.                               Survival.  The
obligations of the Executive pursuant to Sections 5, 6, 7, 8 and 9 shall
survive the termination of the employment of the Executive hereunder for the
period designated under each of those respective Sections.


22.                               Joint and Several.  The obligations of the Bank and the Company
to Executive hereunder shall be joint and several.



 13
 









IN WITNESS WHEREOF, the Employer and the Executive have executed
and delivered this Agreement as of the date first shown above.


	
  

  	
  THE
  COMPANY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRSTBANK
  FINANCIAL SERVICES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  BANK:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRSTBANK
  FINANCIAL SERVICES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE;

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LISA J.
  MAXWELL

  	
   

  
									



 



 14















 


Exhibit A


Duties of the Executive


The
duties of the Executive shall include, in addition to any and all other duties
assigned to the Executive by the Board of Directors of the Bank or its
designee(s), the following:


•                      Foster a corporate culture that
promotes ethical practices, encourages individual integrity, fulfills social
responsibility, and is conducive to attracting, retaining and motivating a
diverse group of top-quality employees at an levels.


•                      Keep the Board of Directors of
the Bank or its designee(s) well informed of the financial condition and status
of the Bank.


•                      Develop and recommend to the
Board of Directors of the Bank an annual budget that supports the Bank’s
long-term strategy.


•                      Promote efforts to achieve the
Bank’s financial and operating goals and objectives.


•                      Work to improve the quality and
to improve value of the products and services provided by the Bank.


•                      Ensure that the Bank maintains a
satisfactory competitive position within its industry.


•                      Support other Senior Management
members to develop an effective management team and to implement an active plan
for its development.


•                      Inform the Board of Directors on
needed corporate policies and on the implementation of such policies.