ex10-8.htm


    
      
        

      
EXHIBIT 10.8

     

    UNITED
COMMUNITY BANKS, INC.

    AMENDED
AND RESTATED

    CHANGE
IN CONTROL SEVERANCE AGREEMENT

     

              THIS
AMENDED AND RESTATED AGREEMENT (the “Agreement”), made and entered into as of
this 31st day of December 2008, by and between UNITED COMMUNITY BANKS, INC.,
a Georgia Corporation (the “Company”), and ___________
(“Executive”).

     

    W
I T N E S S E T H:

     

              WHEREAS,
Executive is a key employee of the Company and an integral part of the Company’s
management; and

     

              WHEREAS,
the Company desires to assure both itself and its key employees of continuity of
management and objective judgment in the event of any Change in Control of the
Company, and to induce its key employees to remain employed by the Company;
and

     

              WHEREAS,
the Company desires to provide certain compensation and benefits to Executive in
the event of the termination of his employment under certain circumstances;
and

     

              WHEREAS,
the Company and Executive entered into a Change in Control Severance Agreement,
dated as of June 7, 2001 (“Prior Agreement”); and

     

              WHEREAS,
because of certain law changes resulting from the enactment of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), the parties desire
to amend the Prior Agreement in the manner hereinafter provided;

     

              NOW,
THEREFORE, the parties hereby agree to amend and restate the Prior Agreement
as follows:

     

    1.        TERM OF
AGREEMENT.

     

              This
Agreement shall commence on the date hereof and shall terminate on the
Executive’s termination of employment without entitlement to any benefits
hereunder; provided, however, the Agreement may be terminated by mutual written
agreement of Executive and the Company. This Agreement shall not be considered
an employment agreement and in no way guarantees Executive the right to continue
in the employment of the Company or its affiliates. Executive’s employment is
considered employment at will, subject to Executive’s right to receive payments
and benefits upon certain terminations of employment as provided
below.

     

    2.        DEFINITIONS. For
purposes of this Agreement, the following terms shall have the meanings
specified below:

     

              2.1          “Base Salary.”
Executive’s annual salary in effect on his Date of Termination or, if greater,
Executive’s highest rate of annual salary in effect during the six-month period
prior to his Date of Termination.


    
      
         


      

      
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              2.2          “Board” or “Board of Directors.”
The Board of Directors of the Company, or its successor.

     

              2.3          “Cause.” The
involuntary termination of Executive by the Company for the following reasons
shall constitute a termination for Cause:

     

                          (a)          If
termination shall have been the result of an act or acts by Executive which have
been found in an applicable court of law to constitute a felony (other than
traffic-related offenses);

     

                          (b)          If
termination shall have been the result of an act or acts by Executive which are
in the good faith judgment of the Board determined to be in violation of law or
of policies of the Company and which result in demonstrably material injury to
the Company;

     

                          (c)          If
termination shall have been the result of an act or acts of proven or undenied
dishonesty by Executive resulting or intended to result directly or indirectly
in significant gain or personal enrichment to Executive at the expense of the
Company; or

     

                          (d)          Upon
the willful and continued failure by Executive substantially to perform his
duties with the Company (other than any such failure resulting from incapacity
due to mental or physical illness not constituting a Disability, as defined
herein), after a demand in writing for substantial performance is delivered by
the Board or President, which demand specifically identifies the manner in which
the Board or President believes that Executive has not substantially performed
his duties, and such failure results in demonstrably material injury to the
Company.

     

              With
respect to clauses (b), (c) or (d) above of this Section, Executive shall not be
deemed to have been involuntarily terminated for Cause unless and until there
shall have been delivered to him a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board (after reasonable notice to Executive and an
opportunity for him, together with his counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, Executive was guilty of
conduct set forth above in clauses (b), (c) or (d) and specifying the
particulars thereof in detail. For purposes of this Agreement, no act or failure
to act by Executive shall be deemed to be “willful” unless done or omitted to be
done by Executive not in good faith and without reasonable belief that
Executive’s action or omission was in the best interests of the
Company.

     

              2.4          “Change in Control.” A
Change in Control of the Company means any one of the following
events:

     

                          (a)          The
acquisition (other than from the Company) by any Person of Beneficial Ownership
of twenty percent (20%) or more of the combined voting power of the Company’s
then outstanding voting securities; provided, however, that for purposes of this
definition, Person shall not include any person who on December 31, 2008 owns
ten percent (10%) or more of the Company’s outstanding securities, and a Change
in Control shall not be deemed to occur solely because twenty percent (20%) or
more of the combined voting power of the Company’s then outstanding securities
is acquired by (i) a trustee or other fiduciary holding securities under one (1)
or more employee benefit plans maintained by the Company or any of its
subsidiaries, or (ii) any corporation, which, immediately prior to such
acquisition, is owned directly or indirectly by the shareholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition.


    
      
         


      

      
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                          (b)          Approval
by shareholders of the Company of (1) a merger or consolidation involving the
Company if the shareholders of the Company, immediately before such merger or
consolidation do not, as a result of such merger or consolidation, own, directly
or indirectly, more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the corporation resulting from such merger
or consolidation in substantially the same proportion as their ownership of the
combined voting power of the voting securities of the Company outstanding
immediately before such merger or consolidation, or (2) a complete liquidation
or dissolution of the Company or an agreement for the sale or other disposition
of all or substantially all of the assets of the Company.

     

                          (c)          A
change in the composition of the Board such that the individuals who, as of
December 31, 2008, constitute the Board (such Board shall be hereinafter
referred to as the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, for purposes of this
definition that any individual who becomes a member of the Board subsequent to
December 31, 2008 whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; but, provided, further,
that any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, including any
successor to such Rule), or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board, shall not be so
considered as a member of the Incumbent Board.

     

              2.5          “CIC Severance
Period.” A period equal to 36 months from the Executive’s Date of
Termination.

     

              2.6          “Code.” The Internal
Revenue Code of 1986, as it may be amended from time to time.

     

              2.7          “Company.” United
Community Banks, Inc., a Georgia corporation, or any successor to its business
and/or assets.

     

              2.8          “Date of Termination.”
The date specified in the Notice of Termination (which, unless otherwise
required by this Agreement, may be immediate) as the date upon which the
Executive’s employment with the Company is to cease. In the case of termination
by Executive for Good Reason, the Date of Termination shall not be less than
thirty (30) days nor more than sixty (60) days from the date the notice of
termination is given.

     

              2.9          “Disability.”
Disability shall have the meaning ascribed to such term in the Company’s
long-term disability plan covering the Executive, or in the absence of such
plan, a meaning consistent with Section 22(e)(3) of the Code.


    
      
         


      

      
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              2.10          “Good Reason.” A Good
Reason for termination by Executive of Executive’s employment shall mean the
occurrence (without the Executive’s express written consent) during the 6-month
period prior to, or within the eighteen (18) month period following, the date of
a Change in Control of any one of the following acts by the Company, or failures
by the Company to act, unless, in the case of any act or failure to act
described in paragraphs (a), (c), or (d) below, such act or failure to act is
corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof (the date 6 months prior to the date of the
Change in Control is referred to in this Section 2.10 as the “Change in Control
Date”):

     

                              (a)          the
substantial adverse change in Executive’s responsibilities at the Company from
those in effect immediately prior to the Change in Control Date; or

     

                            (b)          the
required relocation of Executive to a location outside of the market area of the
Company on the Change in Control Date; or

     

                            (c)          a
material reduction from those in effect on the Change in Control Date in the
levels of coverage of Executive under the Company’s director and officer
liability insurance policy or indemnification commitments; or

     

                            (d)          after
the Change in Control Date, a reduction in Executive’s Base Salary, a reduction
in his incentive compensation or the failure by the Company to continue to
provide Executive with benefits substantially similar to those enjoyed by
Executive under any of the Company’s pension, deferred compensation, life
insurance, medical, health and accident or disability plans in which Executive
was participating at the Change in Control Date, the taking of any action by the
Company which would directly or indirectly reduce any of such benefits or
deprive Executive of any material fringe benefit enjoyed by Executive at the
Change in Control Date.

     

              Executive’s
right to terminate the Executive’s employment for Good Reason shall not be
affected by the Executive’s incapacity due to physical or mental illness, except
for a Disability as defined in Section 2.9 above. Executive’s continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason hereunder.

     

              2.11          “Notice of
Termination”. A written notice from one party to the other party
specifying the Date of Termination and which sets forth in reasonable detail the
facts and circumstances relating to the basis for termination of Executive’s
employment.

     

              2.12          “Person”. Any
individual, corporation, bank, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or other
entity.

     

    3.       SCOPE OF
AGREEMENT.

     

            This
Agreement provides for the payment of compensation and benefits to Executive in
the event in connection with a Change in Control his employment is involuntarily
terminated by the Company without Cause or if the Executive terminates his
employment for Good Reason. If Executive is terminated by the Company for Cause,
dies, incurs a Disability or voluntarily terminates employment (other than for
Good Reason), this Agreement shall terminate, and Executive shall be entitled to
no payments of compensation or benefits pursuant to the terms of this Agreement;
provided that in such events, Executive will be entitled to whatever benefits
are payable pursuant to the terms of any health, life insurance, disability,
welfare, retirement, deferred compensation, or other plan or program maintained
by the Company. Executive agrees that this Agreement supercedes and replaces any
existing plan or arrangement of the Company, including any employment agreement,
which provides Executive severance benefits in the event of his termination
under the circumstances covered by this Agreement.


    
      
         


      

      
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              4.

            	
              BENEFITS UPON
      TERMINATION IN CONNECTION WITH A CHANGE IN
  CONTROL.

            


    

     

              If
a Change in Control occurs during the term of this Agreement and Executive’s
employment is terminated within six (6) months prior to or eighteen (18) months
following the date of the Change in Control, and if such termination is an
involuntary termination by the Company without Cause (and does not arise as a
result of death or Disability) or a termination by Executive for Good Reason (as
defined in Section 2.10 above), Executive shall be entitled to the compensation
and benefits described in Section 4.1 through 4.7 below. If Executive does not
participate in a particular plan or program at the Change in Control Date (or if
the Company no longer maintains or offers such plan or program at the Change in
Control Date), the provisions of the section related to such plan, program or
award shall not apply to Executive.

     

              4.1          Base Salary.
Executive shall continue to receive his Base Salary (subject to withholding of
all applicable taxes) for the entire CIC Severance Period (as defined in Section
2.5 above), provided that all such salary payments shall be paid in a lump sum
payment (determined by taking the Present Value, as defined in Section 5.5, of
such payments) no later than 30 days after his Date of Termination.

     

              4.2          Annual Bonus.
Executive shall be entitled to bonus payments from the Company as
follows:

     

                          (a)          Notwithstanding
any terms of the plan to the contrary, for the fiscal year that ended prior to
Executive’s Date of Termination, but for which no annual bonus payments have
been paid as of his Date of Termination, Executive shall receive a bonus
calculated using the actual results for all performance criteria for such fiscal
year, provided that in no case shall the bonus under this subsection (a) be less
than the average of the bonuses paid to him with respect to the last two fiscal
years in which bonuses were paid to the Executive. Such amount shall be payable
at the time such bonus amounts are paid to other participants, or if previously
paid to other participants, no later than 30 days after the Executive’s Date of
Termination.

     

                          (b)          For
the fiscal year during which Executive’s Date of Termination occurs, Executive
shall receive, within 30 days following his Date of Termination, a prorated
bonus (based on the number of days that he was employed during such fiscal
year), calculated as if Executive’s target award level (including any personal
performance component) under the Company’s annual incentive had been achieved
for such year.

     

                         (c)          In
addition to the bonus payments payable under (a) and (b) above, Executive shall
be entitled to an additional bonus amount equal to the average of the bonuses
paid to him with respect to the two fiscal years in which bonuses were paid to
him immediately preceding the year in which his Date of Termination occurs,
multiplied by three (3). Such bonus amount shall be paid in a lump sum within 30
days following the Executive’s Date of Termination.


    
      
         


      

      
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              4.3          Health and Life Insurance
Coverages.

     

                          (a)          The
group health care (including any executive medical plan) and group term life
insurance benefits coverages provided to Executive at his Date of Termination
shall be continued at the same level as for active executives and in the same
manner as if his employment under this Agreement had not terminated, beginning
on the Date of Termination and ending on the last day of the CIC Severance
Period. Any additional coverages Executive had at termination, including
dependent coverage, will also be continued for such period on the same terms, to
the extent permitted by the applicable policies or contracts. Any costs
Executive was paying for such coverages at the time of termination shall be paid
by Executive by separate check payable to the Company each month in advance. If
the terms of any life insurance plan referred to in this Section, or the laws
applicable to such plan do not permit continued participation by Executive, then
the Company will arrange for other life insurance coverage(s) satisfactory to
Executive at Company’s expense which provides substantially similar benefits or
will pay Executive a lump sum amount equal to the costs of such coverage(s) for
the CIC Severance Period within 30 days following his Date of
Termination.

     

              If
the terms of the health care plan referred to in this subsection (a) do not
permit continued participation by Executive as required by this subsection or if
the healthcare benefits to be provided to Executive and his dependents pursuant
to this subsection (a) cannot be provided in a manner such that the benefit
payments will be tax-free to Executive and his dependents, then the Company
shall (i) pay to Executive within five (5) days after Executive’s Date of
Termination a lump sum amount equal to the monthly rate for COBRA coverage at
the date of Executive’s termination under the healthcare plan that is then being
paid by former active employees for the level of coverage that applies to
Executive and his dependents, minus the amount active employees are then paying
for such coverage, multiplied by the number of months in the CIC Severance
Period (plus a tax gross-up on the lump sum amount determined under this
subsection (a)(i)), and (ii) permit Executive and his dependents to elect to
participate in the healthcare plan for the Continuation Period upon payment of
the applicable rate for COBRA coverage during the Continuation
Period;

     

                          (b)          For
purposes of any individual executive life insurance policy (or policies)
maintained by the Company for Executive, the Company shall continue to pay the
premiums for such policy or policies during the CIC Severance
Period.

     

              4.4          Retiree Medical
Coverage. If Executive has satisfied the requirements for receiving
Retiree Medical Coverage on his Date of Termination or will satisfy such
requirements prior to the last day of the CIC Severance Period, Executive (and
his dependents) shall be covered by, and receive benefits under, the Company’s
Retiree Medical Coverage program for executives at his level. Executive’s
Retiree Medical Coverage shall commence on the date his group health care
coverage terminates under section 4.3 above, and shall continue for the life of
the Executive (and his dependents) (i.e., the coverage shall be vested and may
not be terminated), subject only to such changes in the level of coverage that
apply to executives at his level generally.


    
      
         


      

      
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              4.5          Profit Sharing Plan.
Executive will be treated as if he continued to participate, consistent with
past practices, for the CIC Severance Period in the Profit Sharing Plan (or any
successor or replacement plan) as in effect as of his Date of Termination. The
compensation payable to Executive under Sections 4.1 and 4.2(c) above shall be
treated (unless otherwise excluded) as compensation under the plan as if it were
paid on a monthly basis. Executive will receive an amount equal to the Company’s
contributions to the Profit Sharing Plan, assuming Executive had participated in
such plan at the maximum permissible contributions level. The Company shall pay
to Executive or, if applicable, his beneficiary, a supplemental benefit equal to
the Present Value on the Date of Termination (calculated as provided in the
plan) of the excess of (i) the benefit Executive would have been paid under such
plan if he had continued to be covered for the CIC Severance Period (less any
amounts Executive would have been required to contribute), over (ii) the benefit
actually payable under such plan. The Company shall pay such additional benefits
in a lump sum within 30 days of Executive’s Date of Termination.

     

              4.6          Automobile, Club
Dues. Executive shall be provided for the CIC Severance Period at the
Company’s expense with an automobile or automobile allowance (and reimbursement
of related automobile expenses) commensurate with the practice in effect for
executives at the date of the Change in Control, and reimbursement of club dues
and assessments in accordance with the practice in effect for executives at the
date of the Change in Control. The amount of reimbursable expenses under this
Section 4.6 for one calendar year shall not affect the amount of reimbursable
expenses in a subsequent calendar year and the reimbursement payment shall be
made no later than the end of the calendar year following the calendar year
during which the expense is incurred.

     

              4.7          Section 409A
Compliance. To the extent applicable, this Agreement shall at all times
be operated in accordance with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended and the regulations and rulings thereunder
(“Section 409A”), including any applicable transition rules. The Company shall
have authority to take action, or refrain from taking any action, with respect
to the payments and benefits under this Agreement that is reasonably necessary
to comply with Section 409A. Specifically, the Company shall have the authority
to delay the commencement of any payment or benefit under Section 4 to “key
employees” of the Company (as determined by the Company in accordance with
procedures established by the Company that are consistent with Section 409A) to
a date which is six months after the date of Executive’s Termination of
Employment (and on such date the payments that would otherwise have been made
during such six-month period shall be made) to the extent such delay is required
under the provisions of Section 409A, provided that the Company and Executive
may agree to take into account any transitional rule available under Section
409A.

     

              4.8          Other Benefits.
Except as expressly provided herein, all other fringe benefits provided to
Executive as an active employee of the Company (e.g., long-term disability,
AD&D, etc.), shall cease on his Date of Termination, provided that any
conversion or extension rights applicable to such benefits shall be made
available to Executive at his Date of Termination or when such coverages
otherwise cease at the end of the CIC Severance Period.


    
      
         


      

      
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              5.

            	
              LIMITATION ON
      BENEFITS.

            


    

     

              5.1          Notwithstanding
anything in this Agreement to the contrary, any benefits payable or to be
provided to Executive by the Company or its affiliates, whether pursuant to this
Agreement or otherwise, which are treated as Severance Payments shall, but only
to the extent necessary, be modified or reduced in the manner provided in 5.2
below so that the benefits payable or to be provided to Executive under this
Agreement that are treated as Severance Payments, as well as any payments or
benefits provided outside of this Agreement that are so treated, shall not cause
the Company to have paid an Excess Severance Payment. In computing such amount,
the parties shall take into account all provisions of Code Section 280G, and the
regulations thereunder, including making appropriate adjustments to such
calculation for amounts established to be Reasonable Compensation.

     

              5.2          In
the event that the amount of any Severance Payments which would be payable to or
for the benefit of Executive under this Agreement must be modified or reduced to
comply with this Section 5, Executive shall direct which Severance Payments are
to be modified or reduced; provided, however, that no increase in
the amount of any payment or change in the timing of the payment shall be made
without the consent of the Company.

     

              5.3          This
Section 5 shall be interpreted so as to avoid the imposition of excise taxes on
Executive under Section 4999 of the Code or the disallowance of a deduction to
the Company pursuant to Section 280G(a) of the Code with respect to amounts
payable under this Agreement or otherwise. Notwithstanding the foregoing, in no
event will any of the provisions of this Section 5 create, without the consent
of Executive, an obligation on the part of Executive to refund any amount to the
Company following payment of such amount.

     

              5.4          In
addition to the limits otherwise provided in this Section 5, to the extent
permitted by law, Executive may in his sole discretion elect to reduce any
payments he may be eligible to receive under this Agreement to prevent the
imposition of excise taxes on Executive under Section 4999 of the
Code.

     

              5.5          For
purposes of this Section 5, the following definitions shall apply:

     

                               (a)          “Excess Severance
Payment”. The term “Excess Severance Payment” shall have the same meaning
as the term “excess parachute payment” defined in Section 280G(b)(1) of the
Code.

     

                               (b)          “Severance Payment”.
The term “Severance Payment” shall have the same meaning as the term “parachute
payment” defined in Section 280G(b)(2) of the Code.

     

                               (c)          “Reasonable
Compensation”. The term “Reasonable Compensation” shall have the same
meaning as provided in Section 280G(b)(4) of the Code. The parties acknowledge
and agree that, in the absence of a change in existing legal authorities or the
issuance of contrary authorities, amounts received by Executive as damages under
or as a result of a breach of this Agreement shall be considered Reasonable
Compensation.

     

                           
   (d)          “Present Value”. The
term “Present Value” shall have the same meaning as provided in Section
280G(d)(4) of the Code.


    
      
         


      

      
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              6.

            	
              MISCELLANEOUS.

            


    

     

              6.1          No Obligation to
Mitigate. Executive shall not be required to mitigate the amount of any
payment provided for under this Agreement by seeking other employment, nor shall
the amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by another employer
after the Date of Termination or otherwise

     

              6.2          Contract
Non-Assignable. The parties acknowledge that this Agreement has been
entered into due to, among other things, the special skills and knowledge of
Executive, and agree that this Agreement may not be assigned or transferred by
Executive.

     

              6.3          Successors; Binding
Agreement.

     

                           (a)          In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company or that acquires a controlling stock interest in
the Company to expressly assume and agree to perform this Agreement, in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effective date of such succession shall be
a breach of this Agreement and shall entitle Executive to compensation and
benefits from the Company under Section 4 in the amount and on the same terms as
Executive would be entitled to hereunder if Executive were to terminate
Executive’s employment for Good Reason.

     

                           (b)          This
Agreement shall inure to the benefit of and be enforceable by Executive’s
personal or legal representative, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Executive shall die while any amount is
still payable to Executive hereunder (other than amounts which, by their terms,
terminate upon the death of Executive), all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of Executive’s
estate.

     

              6.4          Notices. All notices,
requests, demands and other communications required or permitted hereunder shall
be in writing and shall be deemed to have been duly given when delivered or
seven days after mailing if mailed first class, certified mail, postage prepaid,
addressed as follows:

     

    
      
        	 	
                If
      to the Company:

              	
                United
      Community Banks, Inc.

              
	 	 
      	
                Attention:
      Secretary

              
	 	 
      	
                P.O.
      Box 398

              
	 	 
      	
                Blairsville,
      GA 30514

              


      

    


    
      
         


      

      
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                If
      to Executive:

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

    

     

    Any party
may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

     

              6.5          Provisions Severable.
If any provision or covenant, or any part thereof, of this Agreement should be
held by any court to be invalid, illegal or unenforceable, either in whole or in
part, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of the remaining provisions or covenants,
or any part thereof, of this Agreement, all of which shall remain in full force
and effect.

     

              6.6          Waiver. Failure of
either party to insist, in one or more instances, on performance by the other in
strict accordance with the terms and conditions of this Agreement shall not be
deemed a waiver or relinquishment of any right granted in this Agreement or the
future performance of any such term or condition or of any other term or
condition of this Agreement, unless such waiver is contained in a writing signed
by the party making the waiver.

     

              6.7          Amendments and
Modifications. This Agreement may be amended or modified only by a
writing signed by both parties hereto, which makes specific reference to this
Agreement.

     

              6.8          Governing Law. The
validity and effect of this Agreement shall be governed by and be construed and
enforced in accordance with the laws of the State of Georgia.

     

              6.9          Disputes; Legal Fees;
Indemnification.

     

                            (a)          Disputes. All claims
by Executive for compensation and benefits under this Agreement shall be in
writing and shall be directed to and be determined by the Board. Any denial by
the Board of a claim for benefits under this Agreement shall be provided in
writing to Executive within 30 days of such decision and shall set forth the
specific reasons for the denial and the specific provisions of this Agreement
relied upon. The Board shall afford a reasonable opportunity to Executive for a
review of its decision denying a claim and shall further allow Executive to
appeal in writing to the Board a decision of the Board within sixty (60) days
after notification by the Board that Executive’s claim has been denied. To the
extent permitted by applicable law, any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration in Atlanta, Georgia, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction.


    
      
         


      

      
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                            (b)          Legal Fees. If, in
connection with a Change in Control, Executive terminates his employment for
Good Reason or if the Company involuntarily terminates Executive without Cause,
then, in the event Executive incurs legal fees and other expenses in seeking to
obtain or to enforce any rights or benefits provided by this Agreement and is
successful, in whole or in part, in obtaining or enforcing any such rights or
benefits through settlement, mediation, arbitration or otherwise, the Company
shall pay Executive’s reasonable legal fees and expenses and related costs
incurred in enforcing this Agreement including, without limitation, attorneys
fees and expenses, experts fees and expenses, investigative fees, and travel
expenses. The legal fees, expenses and related costs payable to Executive under
this Section 6.9(b) shall be paid within sixty (60) days after such amounts are
determined to be payable pursuant to this Section 6.9(b). Except to the extent
provided in the preceding sentences, each party shall pay its own legal fees and
other expenses associated with any dispute under this Agreement.

     

                            (c)          Indemnification.
During the Term of this Agreement and after Executive’s termination, the Company
shall indemnify Executive and hold Executive harmless from and against any
claim, performance as an officer, director or employee of the Company or any of
its subsidiaries or other affiliates or in any other capacity, including any
fiduciary capacity, in which Executive serves at the Company’s request, in each
case to the maximum extent permitted by law and under the Company’s Articles of
Incorporation and By-Laws (the “Governing Documents”), provided that in no event
shall the protection afforded to Executive hereunder be less than that afforded
under the Governing Documents as in effect on the date of this Agreement except
from changes mandated by law.

     

              IN
WITNESS WHEREOF, the parties have executed this amended and restated Agreement
as of the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	EXECUTIVE	 
	 	 	 	 
	 
      	 
      	 	 
	 
      	 
      	 
      	 
      	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	UNITED
      COMMUNITY BANKS, INC.	 
	 	 	 	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	
                            By: 

                          	 
      	 
	 	 	 	 	 
	
                            Attest:

                          	 
      	 
      	 
      	 
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
	
                            Secretary

                          	 
      	 
      	 
      	 
	
                            (CORPORATE
      SEAL)

                          	 
      	 
      	 
      	 


                  

                

              

            

          

        

      

    

     

     

     

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