EXECUTIVE SALARY CONTINUATION & PARTICIPATION AGREEMENT



 EXHIBIT 10.19 
  

					
	STATE OF GEORGIA	 	)	  	
		 	)	  	
	COUNTY OF RICHMOND	 	)	  	

 EXECUTIVE SALARY CONTINUATION AND PARTICIPATION AGREEMENT 
 THIS AGREEMENT, made and entered into this 1st day of October, 2005 (hereinafter called the “Agreement” or “Participation
Agreement” in this document) by and between Georgia Bank & Trust Company of Augusta, a banking corporation organized and existing under the laws of the State of Georgia (hereinafter called the “Bank”), and Darrell R.
Rains (hereinafter called the “Executive”). 
 WITNESSETH: 
 WHEREAS, the Executive is in the employ of the Bank serving as an executive officer, and 
 WHEREAS, the experience of the Executive, his knowledge of the affairs of the Bank, his reputation and contacts in the industry are so valuable
that assurance of his continued services is essential for the future growth and profits of the Bank it is in the best interests of the Bank to arrange terms of continued employment for the Executive so as to reasonably assure him remaining in the
Bank’s employment during his lifetime or until the age of retirement; and 
 WHEREAS, it is the desire of the Bank that the
services of the Executive be retained as herein provided; and 
 WHEREAS, the Bank has established a Non-Qualified Defined Benefit
Plan (hereinafter called the “Plan”) as of the first day of October, 2000; 
 WHEREAS, the Executive accepts the Bank’s
invitation to participate in the Plan and hereby acknowledges having read the Plan, understood its terms, understood that benefits will paid pursuant to the Plan only under certain circumstances described therein, understood that the Executive is a
general creditor of the Bank, or its successors and assigns, and that the Executive has no interest in specific assets owned by the Bank; 
 WHEREAS, the Executive is willing to continue in the employ of the Bank provided the Bank agrees to pay him or his beneficiaries certain benefits in accordance with the terms and conditions hereafter set forth; 
  

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 NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the
mutual promise and covenants herein contained, it is agreed as follows: 
 ARTICLE 1. 
 Definitions 
  

	1.1.	Beneficiary – The term Beneficiary shall mean the person or persons whom the Executive shall designate in writing to receive the benefits provided hereunder and as further
designated on the Executive’s Beneficiary Designation shown as Schedule B hereto. 

  

	1.2.	Disability – For the purposes of this Agreement, Executive shall be deemed to have a Disability if Executive (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and
health plan covering the Bank’s employees. The determination of whether Executive has a “Disability” under clause (i) above shall be made by a licensed physician selected by the Bank’s Board of Directors.


  

	1.3.	Named Fiduciary and Plan Administrator – Subject to the direction of the Compensation Committee of the Board of Directors of the Bank, the Secretary of the Bank is hereby
designated as the Named Fiduciary and the Chief Operating Officer as the Plan Administrator of this Plan. 

 ARTICLE 2.

 Terms of Employment 
  

	2.1.	Employment – The Bank agrees to employ the Executive in such capacity as the Bank may from time to time determine. The Executive will continue in the employ of the Bank in such
capacity and with such duties and responsibilities as may be assigned to him, and with such compensation as may be determined from time to time by the Board of Directors of the Bank. 

  

	2.2.	Full Efforts – The Executive agrees to devote his full time and attention exclusively to the business and affairs of the Bank, except during vacation periods, and to use his
best efforts to furnish faithful and satisfactory services to the Bank. 

  

	2.3.	Fringe Benefits – The salary continuation benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Executive and are not part of any salary
reduction plan or any arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payment or bonus in lieu of these salary continuation benefits. 

  

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 ARTICLE 3. 
 Benefits 
  

	3.1.	Retirement – If the Executive shall continue in the employment of the Bank until he attains the age of sixty-five (65), he may retire from active daily employment as of the
first day of the month next following attainment of sixty-five (65) or upon such later date as may be mutually agreed upon by the Executive and the Bank. After the Executive has been employed by the Bank for a period of at least fifteen
(15) years from the date of this Agreement, the Executive may take Early Retirement (as defined in the Plan). 

  

	 3.2.
	 Payment – The Bank agrees that upon regular or early retirement it will pay to the Executive the annual sum of
thirty-six thousand dollars ($36,000), payable monthly on the first day of each month beginning with the seventh (7th) month following such retirement for a period of two hundred forty (240) months; subject to the conditions and limitations hereinafter set forth. 


  

	3.3.	Payment After Death – The Bank agrees that if the Executive shall die before receiving the full amount of monthly payments to which he is entitled hereunder (if any), it will
continue to make such monthly payments to the Executive’s designated Beneficiary for the remaining period. The Executive shall execute a Beneficiary Designation as shown on the attached Schedule B, but if a valid Beneficiary Designation is not
in effect, the payment shall be made to the Executive’s surviving spouse or, if none, said payments shall be made to the duly qualified personal representative, executor or administrator of his estate. 

  

	3.4.	[Intentionally Omitted] 

  

	3.5.	Death or Disability Prior to Full Vesting – In the event the Executive should die or become Disabled while actively employed by the Bank, at any time after the date of this
Agreement but prior to him having been employed by the Bank for a period of at least fifteen (15) years from the date of this Agreement, the Executive will be considered to be vested in the annual benefit amount set forth in Schedule A
corresponding with the year in which the death occurred or the Disability commenced, payable monthly for 240 months to Executive (in the case of Disability) or to the Executive’s beneficiary or estate as contemplated by Section 3.3 above
(in the case of death) beginning with the month following death or Disability, as applicable. 

 ARTICLE 4. 

Termination 
  

	4.1.	Termination of Employment – The Bank reserves the right to terminate the employment of the Executive at any time prior to retirement. In the event that the employment of the
Executive shall terminate prior to him attaining age sixty-five (65), other than by reason of his Disability or his death, the Executive shall be entitled to the following benefits under the following circumstances: 

  

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	 	4.1.1. 	If the Executive is terminated with reasonable cause (as defined below), Executive shall receive no benefit under this Agreement and shall lose any right to any benefit vested at
the time of termination. 

  

	 	4.1.2. 	If the Executive voluntarily terminates employment with the Bank prior to having been employed by the Bank for a period of at least fifteen (15) years from the date of this
Agreement, Executive shall receive no benefit under this Agreement and shall lose any right to any benefit vested at the time of termination. If the Executive voluntarily terminates employment with the Bank prior to retirement after Executive has
been employed by the Bank for a period of at least fifteen (15) years from the date of this Agreement, the Executive will be paid the full annual benefit over the time period and subject to the conditions applicable to Section 3.2.


  

	 	 4.1.3. 
	 Anything hereinabove to the contrary notwithstanding, if the Bank terminates the Executive’s employment
involuntarily for any reason other than “reasonable cause” prior to Executive having been employed by the Bank for a period of at least fifteen (15) years from the date of this Agreement, or if the Bank undertakes any action or course
of action designed to induce the Executive to terminate his employment (e.g., reducing the Executive’s title or responsibilities, reducing the Executive’s compensation disproportionately as compared to reductions for other Bank executives)
prior to such time, the Bank shall pay to the Executive a reduced benefit payment based upon the vesting schedule attached here to as Schedule A. The benefits shall be paid commencing on the Executive’s 65th birthday. “Reasonable cause” means the Executive’s gross negligence, fraud or conviction for any willful violation of any law or
significant regulatory policy, committed in connection with the Executive’s employment and resulting in a material adverse effect on the Bank. “Reasonable cause” shall not include ordinary negligence or failure to act, whether due to
an error in judgment or otherwise, if the Executive has exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate to the position. 


  

	 	4.1.4. 	 Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, he or she shall become fully
vested in the benefit payment previously described in Section 3.2 in the event of a transfer in the controlling ownership or sale of the Bank or its parent (a “change of control”). This benefit shall remain an obligation of the Bank
and 



  

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its successors regardless of a change of control or continued employment of the Executive after the change of control. The benefit shall be paid in
accordance with Section 3.2, commencing in the seventh (7th) months following the termination of
Executive’s employment. From and after the occurrence of a change of control, the Bank shall pay all reasonable legal fees and expenses incurred by the Executive seeking to obtain or enforce any right or benefit provided by this Agreement
promptly from time to time, at the Executive’s request, as such fees and expenses are incurred; provided, however, that the Executive shall be required to reimburse the Bank for any such fees and expenses if a court or any other adjudicator
agreed to by the parties determines that the Executive’s claim is without substantial merit. The Executive shall not be required to pay any legal fees or expenses incurred by the Bank in connection with any claim or controversy arising out of
or relating to this Agreement, or any breach thereof. 


  

	4.2.	Termination of Agreement by Reason of Changes in Law – The Bank is entering into this Agreement upon the assumption that certain existing tax laws will continue in effect in
substantially their current form. In the event of any changes in such federal laws, the Bank shall have an option to terminate or modify this Agreement; provided, however, that the Executive shall be entitled to at least the same amounts as he would
have been entitled to under Article 3 hereof. The payment of said amount shall be made upon such terms and conditions and, at such time as the Bank shall determine appropriate to obtain favorable tax treatment, but in no event commencing later than
age sixty-five (65). 

  

	4.3.	 Competition with Bank – Anything in this Agreement to the contrary notwithstanding (but subject to the following proviso), if the Executive, directly or
indirectly, at any time after the execution of this Agreement, owns, manages, operates, joins, controls or participates in or is employed by or gives consultation or advice to or extends credit to (other than through insured deposits) or otherwise
is connected in any manner, directly or indirectly with, any bank, financial institution, firm, person, sole proprietorship, partnership, corporation, company or other entity (other than the Bank or entities controlled or under common control with
the Bank) that provides financial services, including, without limitation, retail or commercial lending services, and has an office within 50 miles of any banking location of the Bank or any of its affiliates, then the Bank shall have the option, in
its sole and absolute discretion, to terminate the Executive’s right to receive any benefits under this Agreement (and, to the extent Executive may already have begun receiving benefits hereunder, terminate Executive’s right to receive any
further benefits hereunder); provided, however, that (i) this Section 4.3 shall be of no further force and effect after a change of control occurs, (ii) this Section 4.3 shall not apply if Executive’s employment with Bank is
terminated by the Bank 



  

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other than for reasonable cause prior to age 65 of the Executive and (iii) nothing in this Section 4.3 shall prohibit the Executive from owning
less than one percent (1%) of the outstanding shares of any company whose common stock is publicly traded. 


 ARTICLE 5. 
 Miscellaneous 
  

	5.1.	Nonassignability – Neither the Executive, his spouse, nor any other beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate,
mortgage, commute, modify, or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance, owned by the Executive
or his beneficiary or any of them, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. 

  

	5.2.	Claims Procedure – The Bank shall make all determinations as to rights to benefits under this Agreement. Any decision by the Bank denying a claim by the Executive or his
beneficiary for benefits under this Agreement shall be stated in writing and delivered or mailed to the Executive or such beneficiary. Such decision shall set forth the specific reasons for the denial, written to the best of the Corporation’s
ability in a manner calculated to be understood without legal or actuarial counsel. In addition, the Bank shall provide a reasonable opportunity to the Executive or such beneficiary for full and fair review of the decision denying such claim.


  

	5.3.	Unsecured General Creditor – The Executive and his beneficiary shall have no legal right or equitable rights, interests, or claims in or to any property or assets of the Bank.
No assets of the Bank shall be held under any trust for the benefit of the Executive or his beneficiaries or held in any way as security for the fulfilling of the obligations of the Bank under this plan. All of the Bank’s assets shall be and
remain the general, unpledged, unrestricted assets of the Bank. The Bank’s obligation under this plan shall be that of an unfunded and unsecured promise by the Bank to pay money in the future. Executives and their beneficiaries shall be
unsecured general creditors with respect to any benefits hereunder. 

  

	5.4.	Reorganization – The Bank shall not merge or consolidate into or with another Bank, or reorganize, or sell substantially all of its assets to another Bank, firm, or person
unless and until such succeeding or continuing Bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as used in this Agreement shall be
deemed to refer to such successor or survivor Bank. 

  

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	5.5.	Binding Effect – This Agreement shall be binding upon and inure to the benefits of the Executive and his personal representatives, and the Bank and any successor organization,
which shall succeed to substantially all of its assets and business. 

  

	5.6.	Not a Contract of Employment – This agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the
right of the Bank to discharge the Executive, or restrict the right of the Executive to terminate his employment. 

 ARTICLE
6. 
 Participation in Plan 
  

	6.1	Acceptance of Invitation to Participate in the Plan - The Executive hereby agrees to accept the invitation of the Bank to participate in the Plan, subject to its terms and
conditions as set forth therein. 

  

	6.2	In the event of any inconsistency between the Plan and this Agreement, this Agreement shall control. 

 IN WITNESS WHEREOF, the Bank has caused this Agreement to be duly executed by its proper officer and the Executive has hereunto set his hand at
Augusta, Georgia, the day and year first above written. 
  

			
	Georgia Bank & Trust Company of Augusta
		
	By:	 	/s/ R. Daniel Blanton
	Print Name: R. Daniel Blanton
	Title: President & CEO


  

	
	EMPLOYEE:
	
	/s/ Darrell R. Rains
	Darrell R. Rains


  

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 SCHEDULE A 
  

				
	 Year
	  	Limited
Benefit
	 October 1, 2005 to September 30, 2006
	  	$	0
	 October 1, 2006 to September 30, 2007
	  	$	2,400
	 October 1, 2007 to September 30, 2008
	  	$	4,800
	 October 1, 2008 to September 30, 2009
	  	$	7,200
	 October 1, 2009 to September 30, 2010
	  	$	9,600
	 October 1, 2010 to September 30, 2011
	  	$	12,000
	 October 1, 2011 to September 30, 2012
	  	$	14,400
	 October 1, 2012 to September 30, 2013
	  	$	16,800
	 October 1, 2013 to September 30, 2014
	  	$	19,200
	 October 1, 2014 to September 30, 2015
	  	$	21,600
	 October 1, 2015 to September 30, 2016
	  	$	24,000
	 October 1, 2016 to September 30, 2017
	  	$	26,400
	 October 1, 2017 to September 30, 2018
	  	$	28,800
	 October 1, 2018 to September 30, 2019
	  	$	31,200
	 October 1, 2019 to September 30, 2020
	  	$	33,600
	 October 1, 2020 and thereafter
	  	$	36,000

  

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 SCHEDULE B 
 BENEFICIARY DESIGNATION 
 FOR 
 EXECUTIVE SALARY CONTINUATION AND 
 PARTICIPATION AGREEMENT 
 To the Plan Administrator of the Georgia Bank & Trust Company Non-Qualified Defined Benefit Plan for the benefit of Darrell R. Rains: 
 Pursuant to the Provisions of my Executive Salary Continuation and Participation Agreement with Georgia Bank & Trust Company of Augusta dated October 1,
2005 permitting the designation of a beneficiary or beneficiaries by a participant, I hereby designate the following persons and entities as primary and secondary beneficiaries of any benefit under said Agreement payable by reason of my death:

 Primary Beneficiary: 
  

					
	 Name
	  	Social Security Number	  	Relationship
		  		  	
		  		  	

 Secondary (Contingent) Beneficiary: 
  

					
	 Name
	  	Social Security Number	  	Relationship
		  		  	
		  		  	

 THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED. ALL PRIOR DESIGNATIONS, IF ANY, OF
BENEFICIARIES AND SECONDARY BENEFICIARIES ARE HEREBY REVOKED. 
 The Plan Administrator shall pay all sums payable under the Agreement by reason of my death
to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary Beneficiary, and if no named beneficiary survives me, then the Plan Administrator shall pay all amounts in accordance with
the terms of the Executive Salary Continuation and Participation Agreement dated October 1, 2005. In the event that a named beneficiary survives me and dies prior to receiving the entire benefit payable under said Agreement, then and in that
event, the remaining unpaid benefit, payable according to the terms of the Agreement, shall be payable to the personal representatives of the estate of said deceased beneficiary, who survive me, but die prior to receiving the total benefit.

  

					
			
	   	 		 	   
	Date of Designation	 		 	Signature of Executive

  

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