**Exhibit 10.3**

**EMPLOYMENTAGREEMENT**

ThisEmployment Agreement (“Agreement”) is made and entered into this 7th day of March, 2007, by and between **GB&T BANCSHARES, INC.**, a Georgia BankHolding Company, created under the laws of the State of Georgia (hereinafterreferred to as  the “Company”), and **GREGORY L. HAMBY**, a resident of the Stateof Georgia (hereinafter referred to as “Employee”);

**W I T N E S S E T H :**

**WHEREAS**, Company desires, subject to theterms of this Agreement, to provide a continued employment relationship withEmployee in the event of a change of control of the Company; and

**WHEREAS**, Employee is willing to providecontinuing service to the Company in the event of a change of control in theCompany;

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

**1.             Employment**.  Beginning on the date this Agreement becomeseffective (“Effective Date”) and ending on a date exactly twenty-four (24)months thereafter (said period hereafter called the “Employment Term”), Companyhereby agrees to continue to employ Employee to serve as a senior officer ofthe Company and to perform such duties and responsibilities as are set forth inSection 4 hereof.  Employee agrees todevote such of his time and energy to the business of the Company as is needed,and shall perform these duties in a trustworthy and businesslike manner, all tofurther the business and interests of the Company.

**2.             EffectiveDate**.  ThisAgreement shall become effective only upon a “change in control” of theCompany, as defined herein.  “Change inControl” shall include any of the following events:

**(a)**           Theclosing of any transaction, whether by merger, consolidation, asset sale,tender offer, reverse stock split or otherwise, which results in theacquisition of beneficial ownership (as such term is defined under the rulesand regulations promulgated under the Securities and Exchange Act of 1934, asAmended) by any person or entity or any group (except the Board of Directors ofthe Company as it exists on the date of execution of this Agreement) or otherpersons or entities acting in concert, of 50 percent 

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or more of theoutstanding shares of common stock of the Company.

**(b)**           Theclosing of any sale of all or substantially all of the assets of the Company.

Changeof 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 Employeeduring the Employment Term, Bank agrees to pay Employee a total annual salaryat least equal to the average of the compensation (base salary and incentivebonus) Employee has received for the three calendar years preceding theEffective Date.  Salary shall be payablein semi-monthly installments payable on the 15th and last day of each month.

**3.1**          Employeeshall receive health insurance and health benefits under the same terms andconditions as all other employees of the Company during the term of thisAgreement.

**3.2**          Employeeshall be eligible to participate in the 401K Plan on the same terms andconditions as provided for all employees at the senior vice-president level orhigher at the Company.

**3.3**          Employeeshall receive the same number of weeks paid vacation as he was entitled tounder the terms and conditions of his employment immediately preceding theevent constituting the Change of Control of the Company.  In the event the Employment Agreement becomeseffective after January 1 of calendar year, Employee’s vacation shall beadjusted for that calendar year, by subtracting the number of vacation daysalready taken by Employee for the calendar year from the number of paidvacation days Employee would otherwise be eligible for under this Agreementduring that calendar year.

**3.4**          Paymentof salary pursuant to this Agreement shall be in lieu of any other bonus orincentive compensation arrangement under which Employee may be working for thepartial year immediately prior to the Effective Date.

**3.5**          Employeeshall also receive all other fringe benefits that Employee was receiving underthe terms and conditions of his employment immediately prior to the eventconstituting Change of Control of the Company.

**4.             Dutiesand Responsibilities**. Company hereby retains Employee to serve as a senior officer of theCompany and to perform such duties and responsibilities as are customarilyrendered by persons in Employee’s capacity as a senior officer.

**5.             Terminationof Agreement by Company**. In the event Company elects to terminate this Agreement, it shall do soonly as provided herein, and Company shall be required to make payments asprovided herein.  The Agreement, andEmployee’s employment, may be terminated as follows:

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**(a)           ForCause**.  ThisAgreement may be terminated by the Board of Directors of the Company withoutnotice and without further obligation and for monies already paid for any ofthe following reasons:

**(1)**                                 Convictionof any felonies;

**(2)**                                 Convictionof any misdemeanor involving moral turpitude;

**(3)**                                 Fraud,dishonesty or willful violation of any law that results in an adverse effect onthe Company;

**(4)**                                 Failureor refusal to perform in a reasonable manner the usual and customary duties ofthe Employee’s employment and failure to correct such deficiencies within 30days after written notice by Company to Employee that specifies the nature ofsuch deficiencies and the way in which such deficiencies may be cured, if any;

**(5)**                                 Failureand refusal to comply in any material respect with the reasonable policies,standards and regulations of the Company and its regulatory agencies as samecurrently exist or may be amended, which failure continues after 30 dayswritten notice of the nature of such deficiencies and the way in whichdeficiencies may be cured, if any.

**(b)**           Terminationby the Board of Directors for any reason other than those set forth in subpart(a) of this Section 5, shall require Company to pay to Employee a sum equal tothe Compensation for Employee, provided in paragraph 3, for the periodremaining in this Agreement.  The paymentshall be made for the remaining period in a lump sum due not later than fifteendays after the last to occur of **(i)**thedate of any closing in which Change of Control takes place; **(ii)** and the date upon which Employee isgiven notice by the Company that his employment is terminated.  Company shall have no obligation other thanpayment of the lump sum.

**(c)**           The maximum payout to Employee under this item will beEight Hundred Fifty Thousand Dollars ($850,000).  Beginning in the first quarter of 2009, andevery three years thereafter, the Company’s Compensation Committee shall reviewthe maximum payout amount and adjust said amount upwards if the CompensationCommittee believes such an adjustment is appropriate.  The compensation to Employee under this itemshall be reduced by ten percent (10%) for each year that Employee is over theage of sixty-five at the time of the Effective Date.

**6.             Terminationof Agreement by Employee**. Employee may elect to terminate this Agreement and his employment upontwo weeks’ notice to the Company.  

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If Executiveterminates this Agreement within ninety (90) days of the Effective Date, thenEmployee will receive Compensation as described in Paragraph 5(b) and 5(c) ofthis Agreement, to be paid in a lump sum. In the event Employee elects to terminate this Agreement more thanninety (90) days after the Effective Date, Employee shall receive no furthersalary or other benefits under this Agreement from the effective date of hiselection to terminate, and Company shall have no further obligation toEmployee.

**7.             Noticeof Termination**. Each party shall give two weeks advance notice of their intent toterminate this Agreement.  However, ifEmployee is terminated for cause, no notice period beyond that required underSection 5 hereof shall be required and Employee shall receive no additionalsalary beyond termination of Effective Date. If Employee terminates theAgreement, Company shall have the option to release Employee from serving outthe notice period, in which case Employer will not be responsible for paymentof any salary or other benefits for the notice period.

**8.             Employmentat Will**.  Untilsuch time as there is a Change of Control, as defined in this Agreement,Employee acknowledges and understands that his employment is for no definiteperiod of time, and may be terminated at any time.  Employee acknowledges that this Agreementwill become effective, if ever, only upon Change of Control as defined herein.

**9.             Assignment**.  This Agreement will be fully assignable byCompany to any successor in interest of the Company and shall be binding on andinure to the benefit of any successor to the Company.  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 Agreementconstitutes a separate and distinct understanding, covenant and provisionhereof.  In the event that any provisionof this Agreement shall finally be determined to be unlawful, such provisionshall be deemed to be severed from the Agreement, but every other provision ofthis Agreement shall remain in full force and effect.

**11.          GoverningLaw**.  ThisAgreement shall in all respects be interpreted, construed and governed inaccordance with the laws of the State of Georgia.

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

**13.          Mediation**.  In the event of any dispute between theCompany and Employee, any such dispute shall be submitted for mediation betweenthe parties.  If either party refuses toparticipate in  mediation, that partyshall be responsible for all attorney’s fees and costs of litigation of theother party who is willing to participate in mediation, if the party who agreedto mediate prevails at trial of the dispute. In the event the parties cannot agree on a mediator within ten days ofone of the party’s request for mediation, the dispute will be mediated by acertified mediator appointed by the Senior Superior Court Judge of Hall CountySuperior Court.

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**14.          Notices**.  Any notice or other document or communicationpermitted or required to be given to Employee pursuant to the terms hereofshall be deemed given if personally delivered to Employee or sent to himpostage prepaid, by U. S. Mail, at 4610 Montclair Circle, Gainesville, GA  30506, or any such other address as Employeeshall have notified the Company of in writing. Any notices or other document or communication permitted or required tobe given to Company pursuant to the terms hereof shall be deemed given andpersonally delivered or sent to the Company, postage prepaid, by registered orcertified mail at P. O. Box 2760, Gainesville, Georgia 30503, to the attentionof the Chairman of the Board of Directors, or at such other address as theCompany shall have notified Employee in writing.

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

**IN WITNESS WHEREOF**, the partieshereto have caused this Agreement to be duly executed and delivered as of theday and year first above written.

 
|            | **GB&T BANCSHARES, INC.:** |
|------------|--------------------------------|
| ** ** |                           |   |   |
|       | By:                            | /s/ Richard A. Hunt |   |
|       | Title:                         | President & CEO |   |
|       |                           |   |   |
|       | Attest:                        | /s/ Alan A. Wayne |   |
|       |                           | Secretary |   |
|       |                           |   |   |
| ** ** | **EMPLOYEE:**                  |   |
| ** ** | ** **                     |   |
|       | /s/ Gregory L. Hamby           |   |
|       | Gregory L. Hamby               |   |

 

 

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