**EXHIBIT 10.12****POST RETIREMENT COMPENSATION AGREEMENT****PIN PIN CHAU**        This Post Retirement Compensation Agreement (the “Agreement”) is made as of the 20thday of December, 2004 (the “Effective Date”), by and between Summit Bank Corporation, aGeorgia banking corporation (“Employer”) and Pin Pin Chau,an individual (“Executive”).**RECITALS**A. Executive is a valued employee of Employer and intends to retire from herservice with the Employer and all of its affiliates. B. In recognition of Executive’s service, the Employer wishes to provide Executivewith supplemental deferred compensation income on the terms and conditions set forth in this Agreement. C. In recognition thereof, Employer desires to make available to Executive certain compensation and Executive desires to enter into such an arrangement.**AGREEMENT**        NOW, THEREFORE, the parties hereto, for and in consideration of the foregoing and themutual promises contained herein and for other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, intending to be legally bound hereby, doagree as follows:        1.      **Compensationafter Retirement**. Employer hereby agrees to provide Executivewith supplemental retirement income, the obligations for which shall be reflected on theappropriate books and records ledger of the Employer. The Employer’s obligations underthis Agreement shall be an unsecured liability of Employer to Executive, payable only asprovided herein from the general funds of Employer. This Agreement entails no separate fundingexcept as compensation hereunder becomes due, is not a deposit insured by the FDJC, does notconstitute a trust account or any other special obligation of Employer and has nopriority of payment over any other general obligation of Employer.        2.     **Amount and Payment of Benefits**. Provided the Executive remains in thecontinual full-time employment of Employer (except for such breaks in service prescribedby law, such as the Family and Medical Leave Act, as otherwise agreed in a writingexpressly authorized by the Board of Directors of the Employer or as otherwise provided in thisSection 2) from the Effective Date through and including the Executive’s Retirement Date (ashereinafter defined), Executive shall be entitled to receive the sum of $24, 000.00 ( twenty fourthousand dollars) per annum over a fifteen-year period. The first annual payment shall bepayable on the first day of the month that is not less than six (6) months following the RetirementDate and each subsequent annual payment shall be payable on each anniversary of the date the firstpayment is
 

 
made, except as provided in Section 2(e) hereof. For purposes of this Section, theExecutive’s “Retirement Date” shall be the date on which the Executive voluntarily terminatesher employment with the Employer and its affiliates on or after February 27, 2007, other thandue to the Executive’s Disability; provided, however, that the Executive may request an earlierRetirement Date subject to the approval of the Board of Directors of the Employer in its solediscretion.        (a)     Disability. In the event that Executive terminates her employment prior toher Retirement Date solely because Executive becomes subject to a Disability (ashereinafter defined), this Agreement shall remain effective. For purposes of thisAgreement, the term “Disability” shall mean the Executive’s inability to engage in anysubstantial gainful activity by reason of a medically determinable physical or mentalimpairment which can be expected to result in death or can be expected to last for aperiod of no less than twelve (12) months. The determination of whether Executive issubject to a “Disability” shall be made by a licensed physician selected by Employer,        (b)     Discharge for Cause. Any otherprovision of this Agreement to thecontrary notwithstanding, if Executive’s employment by Employer is terminated forCause (as hereinafter defined) prior to the Retirement Date, the Executive shallnot be entitled to any compensation or benefits provided for in this Agreement and thisAgreement may be terminated by Employer without any liability to the Executive, herspouse, or her estate. “Cause” shall mean: (i) regulatory suspension or removalof Executive from duty with Employer; (ii) gross and consistent dereliction of duty byExecutive; (iii) breach of fiduciary duty involving personal profit by Executive;(iv) willful violation of any banking law or regulation; (v) conviction of a felony orcrime of moral turpitude; or (vi) willful failure to adhere to decisions or instructions ofthe Employer. The obligation of Employer to make any payments contemplated under thisAgreement shall be suspended during the pendency of any indictment, information orsimilar charge regarding a felony or crime of moral turpitude, during anyregulatory or other adjudicative proceeding concerning regulatory suspension or removal or, for areasonable time (not to exceed ninety (90) days), while the Board of Directors ofthe Employer seek to determine whether Executive could have been terminated for Causeeven though Executive may have previously retired, resigned, become subject to aDisability or been discharged other than for Cause. If during such period, theBoard of Directors determines that the Executive could have been discharged for Cause, thissubsection (b) shall be applicable as if the Executive had been discharged forCause.        (c)     Discharge Without Cause. In the event the Employer terminates theExecutive’s employment without Cause (as defined in Subsection (b)) prior to theRetirement Date, this Agreement shall remain effective and the benefits described inthe first paragraph of this Section 2 will be paid in equal, annual installments over afifteen-year period with the first annual payment payable on the first day of the monththat is not less than six (6) months following the termination date and each subsequentannual payment shall be payable on each anniversary of the date the first payment ismade.
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        (d)     TerminationFollowing a Change in Control. If, within six (6) months following aChange in Control (as hereinafter defined), the Executive voluntarily terminates her employmentwith the Employer, this Agreement shall remain effective and the benefits described in the firstparagraph of this Section 2 will be paid in equal annual installments over a fifteen-year periodwith the first annual payment payable on the first day of the month which is not less than six(6) months following the termination date and each subsequent annual payment will be payable oneach anniversary of the date the first payment is made. A “Change in Control” shall mean theoccurrence of any of the following events:        (i)      an acquisition (other than directly from the Employer) of any voting securities ofthe Employer (“Voting Securities”) by a “Person” (as the term person is used for purposes ofSection 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)) immediatelyafter which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3promulgated under the 1934 Act) of twenty-five (25%) or more of the combined voting power ofthe Employer’s then outstanding Voting Securities; provided, however, that in determiningwhether a Change in Control has occurred, Voting Securities which are acquired in anacquisition by (A) an employee benefit plan (or a trust forming a part thereof) maintainedby (x) the Employer or (y) any corporation or other person of which a majority of its votingpower or its equity securities or equity interest is owned directly or indirectly by theEmployer (a “Subsidiary”), (B) the Employer or any affiliate, or (C) any Person inconnection with a “Non-Control Transaction” (as hereinafter defined) shall not constitute anacquisition for purposes for this clause (i).        (ii)      the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Employer (the“Incumbent Board”) cease for any reason to constitute at least eighty percent (80%) of theBoard of Directors of the Employer; provided, however, that if the election, or nominationfor election by the Employer’s shareholders, of any new director was approved by a vote ofat least eighty percent (80%) of the Incumbent Board, such new director shall for purposesof this Agreement, be considered as a member of the Incumbent Board; provided, however,that no individual shall be considered a member of the Incumbent Board if such individualinitially assumed office as a result of either an actual or threatened “election contest” orother actual or threatened solicitation of proxies or consents by or on behalf of a Personother than the Board including by reason of any agreement intending to avoid or settle anyelection contest or proxy contest; or        (iii)       approval by the shareholders of the Employer of        (A)      a merger, consolidation or reorganization involving the Employer, unless (1) theshareholders of the Employer, immediately before such merger, consolidation orreorganization, own, directly or indirectly, immediately following such a merger,consolidation or reorganization, at least two-thirds of the
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combined voting power of the outstanding voting securities of the corporationresulting from such merger, consolidation or reorganization (the “SurvivingCorporation”) in substantially the same proportion as their ownership of the VotingSecurities immediately before such merger, consolidation or reorganization, and (2)the individuals who were members of the Incumbent Board immediately prior to theexecution of the Agreement providing for such merger, consolidation orreorganization constitute at least eighty percent (80%) of the members of the boardof directors of the Surviving Corporation. A transaction described in clauses (I)and (2) of this Subsection (iii) shall be referred herein as “Non-ControlTransaction.”        (B)      A complete liquidation or dissolution of the Employer; or        (C)     An agreement for the sale or otherdisposition of all orsubstantially all of the assets of the Employer to any Person (other than atransfer to a Subsidiary).        To the extent the definition of “Change in Control” provided herein isinconsistent with the requirements of Section 409A of the Internal Revenue Codeof 1986 (the “Code”), as’amended, the definition of “Change in Control” underSection 409A of the Code shall control.        (e)     Death of Executive. Any provision of this Agreement to the contrarynotwithstanding, upon the death of Executive, the Executive’s spouse (holding such statusboth on the Effective Date and at Executive’s date of death) shall receive any remainingpayments due to the Executive under this Agreement until the earlier of the Executive’sspouse’s death or the Employer’s full satisfaction of the payments that would haveotherwise been paid to the Executive under this Agreement. If the Executive has no spouseupon her death, the Employer’s obligations under this Agreement shall terminate and neitherExecutive nor Executive’s estate shall be entitled to any benefits hereunder (or, to theextent that the payment of benefits had already commenced at the time of Executive’s death,neither Executive nor Executive’s estate shall be entitled to any further benefitshereunder).        **3.**     **Intent of Parties**. Executive is a member of a select group of management andhighly paid employees of Employer. Employer and Executive intend that this Agreement shallprimarily provide compensation to Executive individually and shall not be construed as a planor commitment to any other employee(s) of the Employer.        **4.**     **Fundingby Employer.        (a)      Employer shall be under no obligation to set aside, earmark or otherwisesegregate any funds with which to pay its obligations under this Agreement. Executive shallbe and remain an unsecured general creditor of Employer with respect to Employer’sobligations hereunder. Executive shall have no property interest in the rights with respectthereto.
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        (b)      Notwithstanding anything herein to the contrary, Employer has no obligation whatsoeverto purchase or maintain any life or disability insurance with respectto Executive or otherwise.If Employer determines in its sole discretion to purchase insurance referable to Executive,neither Executive nor Executive’s beneficiary shall have any legal or equitable ownershipinterest in, or lien on, such policy or any other specific funding or any other investment or toany asset of Employer. Employer, in its sole discretion, may determine the exact nature andmethod of funding (if any) of the obligations under this Agreement. If Employer elects to fundits obligations under this Agreement, in whole or in part, through the purchase of insurance orotherwise, Employer reserves the right, in its sole discretion, to terminate such method offunding at any time, in whole or in part. Executive shall assist Employer, from time to time,promptly upon the request of Employer, by supplying any information necessary to obtain any suchinsurance or vehicle as the Employer shall decide upon, as well as by submitting to any physicalexaminations required therefor.**5.**      **Restrictive Covenants**.        (a)     Agreement Not to Disclose. Executive recognizes and acknowledges that the tradesecrets and confidential information of the Employer (the “Proprietary Information”), as they mayexist from time to time, are valuable, special and unique assets of the Business of the Employer(as defined below). Executive further acknowledges that access to such Proprietary Information isessential to the performance of Executive’s duties as an employee of the Employer. Therefore,in order to obtain access to such Proprietary Information, Executive agrees that Executive willnot, in whole or in part, disclose such Proprietary Information to any person, firm, corporation,association or any other entity for any reason or purpose whatsoever, nor will Executive make useof any such information for Executive’s own purposes or for the benefit of any person, firm,corporation, association or other entity (except the Employer) under any circumstances.        For purposes of this Agreement, the term “trade secrets” means Employer informationincluding, 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 economicvalue, actual or potential, from not being generally known to, and not being readilyascertainable by proper means by, other persons who can obtain economic value from its disclosureor use; and (b) is the subject of efforts that are reasonable under the circumstances to maintainits secrecy. For purposes of this Agreement, the term “confidential information” means any andall data and information relating to the Business of the Employer, other than trade secrets (1)which has value to the Employer; (2) is not generally known by its competitors or the public; and(3) is treated as confidential by the Employer.        The provisions of this Section 5(a) will apply during Executive’s employment by the Employerand for a one (1) year period thereafter with respect to confidential
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information, and during Executive’semployment by the Employer and for so long as ispermitted by applicable law with respect to trade secrets. These restrictions will not apply toany Proprietary Information which is in the public domain, provided that Executive was notresponsible, directly or indirectly, for such Proprietary Information entering the public domainwithout the Employer’s consent.        Executive acknowledges, warrants and agrees that Executive will return to the Employer ailProprietary Information, including, without limitation, documents, drawings, manuals,specifications, notes, computer programs, and other proprietary materials, and any copies orexcerpts thereof, and any other properties, client lists, client contracts, files or documentsobtained as a result of Executive’s employment with the Employer immediately upon the terminationof Executive’s employment with the Employer.        (b)     Competition with Employer. The Executive agrees that during theExecutive’s term of employment with the Employer or any of its affiliates and for two (2)years following termination of employment for any reason (except as otherwise providedin this Section 5(b)), within the Area (as hereinafter definedin Subsection (e)), Executivewill not, directly or indirectly, as a principal, partner, officer, director, manager,supervisor, administrator, consultant, executive employee or in any other capacity whichinvolves duties and responsibilities similar to those undertaken for the Employer, engagein any business which is the same as or essentially the same as the Business of theEmployer (as hereinafter defined).        (c)     Nonsolicitation of Customers. The Executive agrees that during theExecutive’s term of employment with the Employer or its affiliates andfor one (1) yearfollowing termination of employment for any reason, the Executive shall not, eitherdirectly or indirectly, on the Executive’s own behalf or in the service of or on behalf ofothers solicit, divert or appropriate to or attempt to solicit, divert or appropriate to abusiness engaged in the Business of the Employer the business of any ProtectedCustomer with whom the Executive has had material contact within the then most recenttwo (2) years of her employment with the Employer or any affiliate. A “ProtectedCustomer” means an individual or any corporation, partnership, joint venture, limitedliability company, association or other entity or enterprise to whom the Employer and itsaffiliates have sold products or services or solicited to sell products or services within two(2) years prior to the date of termination of Executive’s employment with the Employerfor any reason whatsoever or any earlier date of an alleged breach of the covenants in thisAgreement by Executive.        (d)     Agreement Not to Solicit Employees. The Executive agrees that during the Executive’sterm of employment with the Employer or its affiliates and for one (1) year following terminationof employment for any reason, the Executive shall not, either directly or indirectly, on theExecutive’s own behalf or in the service of or on behalf of others, solicit, divert, or hire, orattempt to solicit, divert, or hire, or encourage to go to work for anyone other than the Employeror its affiliates, any person that is an employee of the Employer or an affiliate.
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        (e)      In the event of Executive’s breach of this Section 5, the Employer shall have theoption, in its sole and absolute discretion, to terminate Executive’s right to receive anycompensation or benefits under this Agreement (and, to the extent Executive may alreadyhave begun receiving benefits hereunder, terminate Executive’s right to receive any furtherbenefits hereunder); provided, however that (i) this Section 5 shall not apply ifExecutive’s employment with Employer is terminated by Employer other than for Cause priorto the Retirement Date; and (ii) nothing in this Section 5 shall prohibit Executive fromowning less than one percent (1%) of the outstanding shares of any company whose commonstock is publicly traded. For purposes of thus Agreement, the term “Area” shall mean athirty-mile radius from any of the Employer’s branch locations in Georgia and “Business ofthe Employer” shall mean the business of commercial banking.     **6.**     **Employment of Executive: Other Agreements**. This Agreement shall not bedeemed to modify, affect or limit any salary or salary increases, bonuses, profit sharing orany other type of compensation of Executive in any manner whatsoever. No provision contained inthis Agreement shall in any way affect, restrict or limit any existing employment agreementbetween Employer and Executive, nor shall any provision or condition contained in thisAgreement create specific employment rights of Executive or limit the right of Employer todischarge Executive with or without Cause. Except as otherwise provided therein, nothingcontained in this Agreement shall affect any right of Executive to participate in or becovered by or under any qualified or non-qualified pension, profit sharing, group, bonus or othersupplemental compensation, retirement or fringe benefit plan constituting any part ofEmployer’s compensation structure whether now or hereinafterexisting.     **7. **     **Confidentiality**. In further consideration of the mutual promises contained herein,Executive agrees that the terms and conditions of this Agreement, except as such may bedisclosed in filings with the Securities and Exchange Commission orother applicableregulatory body, financial statements and tax returns, or in connection with estate planning, are andshall forever remain confidential until the death of Executive and Executive agrees that she shallnot reveal the terms and conditions contained in this Agreement at any time to any person orentity, other than as required by the Securities and Exchange Commission or other applicableregulatory body or her financial and professional advisors, unless required to do so by a court ofcompetent jurisdiction. Employer may disclose the terms of this Agreement to the extent required by theSecurities and Exchange Commission or other applicable regulatory body or as required byapplicable law.     **8.**     **Withholding**. Employer shall withhold from any benefits payable under theAgreement all federal, state and local income taxes or other taxes required to be withheldpursuant to applicable law.     **9. **     **LimitationofAssignment**. No benefit payable under the Agreement shall besubject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumberor
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charge the same shall be void; and no such benefit shall in any manner be liable for, orsubject to, the debts, contracts, liabilities, engagements or torts of any person, nor shallit be subject to attachment or legal process for, or against, such person, and the same shallnot be recognized under the Agreement, except to such extent as maybe required by law.        **10.**      **MiscellaneousProvisions**.        (a)      Counterparts. This Agreement may be executed simultaneously in anynumber of counterparts. Each counterpart shall be deemed to be an original, and allsuch counterparts shall constitute one and the same instrument. This Agreement may beexecuted and delivered by facsimile transmission of an executedcounterpart.        (b)     Construction. As used in this Agreement, the neuter gender shall includethe masculine and the feminine, the masculine and feminine genders shallbe interchangeable among themselves and each with the neuter, the singular numbers shallinclude the plural, and the plural the singular. The term “person” shall include allpersons and entities of every nature whatsoever, including, but not limited to, individuals,corporations, partnerships, governmental entities and associations. The terms“including,” “included,” “such as” and terms ofsimilar import shall not imply the exclusion of other items not specifically enumerated.        (c)     Severability. If any provision of this Agreement or the application thereofto any person or circumstance shall be held to be invalid, illegal, unenforceable orinconsistent with any present or future law, ruling, rule or regulation of any court,governmental or regulatory authority having jurisdiction over thesubject matter ofthis Agreement, such provision shall be limited, rescinded or modified in accordance withsuch law, ruling, rule or regulation and the remainder of this Agreement or theapplication of such provision to the person or circumstances other than those as towhich it is held inconsistent shall not be affected thereby and shall be enforced to thegreatest extent permitted by law.        (d)     GoverningLaw. This Agreement is made in the State of Georgia and shallbe governed in all respects and construed in accordance with the laws of the State ofGeorgia, without regard to its conflicts of law principles, except to the extentsuperseded by the Federal laws of the United States.        (e)     BindingEffect. This Agreement is binding upon the parties, theirrespective successors, assigns, heirs and legal representatives. Without limiting theforegoing, this Agreement shall be binding upon any successor of Employer whether bymerger or acquisition of all or substantially all of the assets or liabilities of Employerand such successor shall be referred to herein as the “Employer.” This Agreement may notbe assigned by Executive without the prior written consent of each other party hereto.This Agreement has been approved by the Board of Directors of the Employer and Employer
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agrees to maintain an executed counterpart of this Agreement in a safe place as an officialrecord.        (f)     No Trust. Nothing contained in this Agreement and no action takenpursuant to the provisions of this Agreement shall create or be construed to create a trustof any kind, or a fiduciary relationship from Employer to Executive, Executive’s spouseor any other person.        (g)     Set-Off. The undistributed portion of any benefit payable under thisAgreement shall at all times be subject to set-off for debts owed by Executive toEmployer.        (h)     Entire Agreement. This Agreement (together with its exhibits, which areincorporated herein by reference) constitutes the entire agreement ofthe parties with respect tothe subject matter hereof and all prior or contemporaneous negotiations, agreements andunderstandings, whether oral or written, are hereby superseded, merged and integrated into thisAgreement.)        (i)     Notice. Any notice to be delivered under this Agreement shall be given inwriting and delivered by hand, or by first class, certified or registered mail, postage prepaid,addressed to the Employer or the Executive, as applicable, at the address for such party setforth below or such other address designated by notice.       Employer: Summit Bank Corporation    4360 Chamblee Dunwoody Road    Atlanta, Georgia 30341.    Attention: Chairman       Executive: Pin Pin Chau    7460 St. Marlo Country Club Parkway    Duluth, Georgia 30097        (j)     Non-waiver. No delay or failure by either party to exercise any right under thisAgreement, and no partial or single exercise of that right, shall constitute a waiver of that orany other right.        (k)     Headings. Headings in this Agreement are for convenience only and shall not beused to interpret or construe its provisions.        (1)     Amendment. No amendments or additions to this Agreement shall be binding unlessin writing and signed by both parties. No waiver of any provision contained in this Agreementshall be effective unless it is in writing and signed by the party against whom such waiver isasserted.
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        (m)     Seal. The parties hereto intend this Agreement to have the effectof an agreement executed under the seal of each.        (n)     LegalExpenses. Employer shall pay all reasonable legal fees and expenses incurredby Executive seeking to obtain or enforce any right or benefit provided by this Agreementpromptly from time to time, at Executive’s request, as such fees and expenses are incurred;provided, however, that Executive shall be required to reimburse Employer for any such feesand expenses if a court or any other adjudicator agreed to by the parties determines that Executive’s claim is without substantial merit. Executiveshall not be required to pay any legal fees or expenses incurred by Employer in connectionwith any claim or controversy arising out of or relating to this Agreement or any breachthereof.        **IN WITNESS WHEREOF,**the parties hereto have executed, or caused to be executed, this Agreementas of the day and year first above written.      Summit Bank Corporation**