Exhibit 10.3


EMPLOYMENT
AGREEMENT


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


W I T N E S S E T H :


WHEREAS, Company desires, subject to the
terms of this Agreement, to provide a continued employment relationship with
Employee in the event of a change of control of the Company; and


WHEREAS, Employee is willing to provide
continuing service to the Company in the event of a change of control in the
Company;


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


1.             Employment.  Beginning on the date this Agreement becomes
effective (“Effective Date”) and ending on a date exactly twenty-four (24)
months thereafter (said period hereafter called the “Employment Term”), Company
hereby agrees to continue to employ Employee to serve as a senior officer of
the Company and to perform such duties and responsibilities as are set forth in
Section 4 hereof.  Employee agrees to
devote 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 to
further the business and interests of the Company.


2.             Effective
Date.  This
Agreement shall become effective only upon a “change in control” of the
Company, as defined herein.  “Change in
Control” shall include any of the following events:


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











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


(b)           The
closing of any sale of all or substantially all of the assets of the Company.


Change
of 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 Employee
during the Employment Term, Bank agrees to pay Employee a total annual salary
at least equal to the average of the compensation (base salary and incentive
bonus) Employee has received for the three calendar years preceding the
Effective Date.  Salary shall be payable
in semi-monthly installments payable on the 15th and last day of each month.


3.1          Employee
shall receive health insurance and health benefits under the same terms and
conditions as all other employees of the Company during the term of this
Agreement.


3.2          Employee
shall be eligible to participate in the 401K Plan on the same terms and
conditions as provided for all employees at the senior vice-president level or
higher at the Company.


3.3          Employee
shall receive the same number of weeks paid vacation as he was entitled to
under the terms and conditions of his employment immediately preceding the
event constituting the Change of Control of the Company.  In the event the Employment Agreement becomes
effective after January 1 of calendar year, Employee’s vacation shall be
adjusted for that calendar year, by subtracting the number of vacation days
already taken by Employee for the calendar year from the number of paid
vacation days Employee would otherwise be eligible for under this Agreement
during that calendar year.


3.4          Payment
of salary pursuant to this Agreement shall be in lieu of any other bonus or
incentive compensation arrangement under which Employee may be working for the
partial year immediately prior to the Effective Date.


3.5          Employee
shall also receive all other fringe benefits that Employee was receiving under
the terms and conditions of his employment immediately prior to the event
constituting Change of Control of the Company.


4.             Duties
and Responsibilities. 
Company hereby retains Employee to serve as a senior officer of the
Company and to perform such duties and responsibilities as are customarily
rendered by persons in Employee’s capacity as a senior officer.


5.             Termination
of Agreement by Company. 
In the event Company elects to terminate this Agreement, it shall do so
only as provided herein, and Company shall be required to make payments as
provided herein.  The Agreement, and
Employee’s employment, may be terminated as follows:











(a)           For
Cause.  This
Agreement may be terminated by the Board of Directors of the Company without
notice and without further obligation and for monies already paid for any of
the following reasons:


(1)                                 Conviction
of any felonies;


(2)                                 Conviction
of any misdemeanor involving moral turpitude;


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


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


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


(b)           Termination
by 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 to
the Compensation for Employee, provided in paragraph 3, for the period
remaining in this Agreement.  The payment
shall be made for the remaining period in a lump sum due not later than fifteen
days after the last to occur of (i) the
date of any closing in which Change of Control takes place; (ii) and the date upon which Employee is
given notice by the Company that his employment is terminated.  Company shall have no obligation other than
payment of the lump sum.


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


6.             Termination
of Agreement by Employee. 
Employee may elect to terminate this Agreement and his employment upon
two weeks’ notice to the Company.  











If Executive
terminates this Agreement within ninety (90) days of the Effective Date, then
Employee will receive Compensation as described in Paragraph 5(b) and 5(c) of
this Agreement, to be paid in a lump sum. 
In the event Employee elects to terminate this Agreement more than
ninety (90) days after the Effective Date, Employee shall receive no further
salary or other benefits under this Agreement from the effective date of his
election to terminate, and Company shall have no further obligation to
Employee.


7.             Notice
of Termination. 
Each party shall give two weeks advance notice of their intent to
terminate this Agreement.  However, if
Employee is terminated for cause, no notice period beyond that required under
Section 5 hereof shall be required and Employee shall receive no additional
salary beyond termination of Effective Date. If Employee terminates the
Agreement, Company shall have the option to release Employee from serving out
the notice period, in which case Employer will not be responsible for payment
of any salary or other benefits for the notice period.


8.             Employment
at Will.  Until
such time as there is a Change of Control, as defined in this Agreement,
Employee acknowledges and understands that his employment is for no definite
period of time, and may be terminated at any time.  Employee acknowledges that this Agreement
will become effective, if ever, only upon Change of Control as defined herein.


9.             Assignment.  This Agreement will be fully assignable by
Company to any successor in interest of the Company and shall be binding on and
inure 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 Agreement
constitutes a separate and distinct understanding, covenant and provision
hereof.  In the event that any provision
of this Agreement shall finally be determined to be unlawful, such provision
shall be deemed to be severed from the Agreement, but every other provision of
this Agreement shall remain in full force and effect.


11.          Governing
Law.  This
Agreement shall in all respects be interpreted, construed and governed in
accordance with the laws of the State of Georgia.


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


13.          Mediation.  In the event of any dispute between the
Company and Employee, any such dispute shall be submitted for mediation between
the parties.  If either party refuses to
participate in  mediation, that party
shall be responsible for all attorney’s fees and costs of litigation of the
other party who is willing to participate in mediation, if the party who agreed
to mediate prevails at trial of the dispute. 
In the event the parties cannot agree on a mediator within ten days of
one of the party’s request for mediation, the dispute will be mediated by a
certified mediator appointed by the Senior Superior Court Judge of Hall County
Superior Court.











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


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


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered as of the
day 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