Exhibit 10.9


 


Prepared 12-1-05


 


NEW SOUTHERN BANK


Salary Continuation
Agreement


 


© 2005
Clark Consulting, Inc.


 


This
document is provided to assist your legal counsel in documenting your specific
arrangement. The laws of the various states may differ considerably, and
this specimen is for general information only. It is not a form to be
signed, nor is it to be construed as legal advice. Failure to accurately
document your arrangement could result in significant losses, whether from
claims of those participating in the arrangement, from the heirs and
beneficiaries of participants, or from regulatory agencies such as the Internal
Revenue Service, the Department of Labor, or bank examiners. License is hereby
granted to your legal counsel to use these materials in documenting solely your
arrangement.


 


In general, if your bank is subject to SEC regulation, implementation
of this or any other executive or director compensation program may trigger
rules requiring certain disclosures on Form 8-K within four days of implementing
the program. Consult with your SEC attorney, if applicable, to determine your
responsibilities under the disclosure rules.


 


 


IMPORTANT NOTICE ON CODE SECTION 409A
COMPLIANCE


 


Consult with your legal and
tax advisors to determine the impact of the new Internal Revenue Code Section 409A
to your particular situation. The Treasury Department on September 29th,
2005 issued proposed regulations implementing the requirements of Section 409A
which apply to nonqualified deferred compensation arrangements. The effective
date for the proposed regulations is January 1, 2007; however, they can be
fully relied upon by plan sponsors until the regulations become final.


 

















 


NEW
SOUTHERN BANK


SALARY
CONTINUATION AGREEMENT


 


THIS SALARY
CONTINUATION AGREEMENT (the “Agreement”) is adopted this         
day of           , 200   ,
by and between NEW SOUTHERN BANK, a state-chartered commercial bank located in
Macon, Georgia (the “Company”), and GARY P. HALL (the “Executive”).


 


The purpose of
this Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute
materially to the continued growth, development and future business success of
the Company. This Agreement shall be unfunded for tax purposes and for purposes
of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as
amended from time to time. The Company will pay the benefits from its general
assets.


 


The Company and
the Executive agree as provided herein.


 


Article 1


Definitions


 


Whenever used in
this Agreement, the following words and phrases shall have the meanings
specified:


 


1.1           “Accrual
Balance” means the liability that should be accrued by the Company, under
Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation
to the Executive under this Agreement, by applying Accounting Principles Board
Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting
Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of
amortization methods may be used to determine the Accrual Balance. However,
once chosen, the method must be consistently applied. The Accrual Balance shall be reported by the Company to the
Executive on Schedule A.


 


1.2           “Beneficiary”
means each designated person, or the estate of the deceased Executive, entitled
to benefits, if any, upon the death of the Executive determined pursuant to Article 4.


 


1.3           “Beneficiary
Designation Form” means the form established from time to time by the
Plan Administrator that the Executive completes, signs and returns to the Plan
Administrator to designate one or more Beneficiaries.


 


1.4           “Board”
means the boards of directors of the Company.


 


1.5           “Change of Control” means (a) the
transfer of shares of the Company’s voting common stock such that one entity or
one person acquires (or is deemed to acquire when applying


 


1

















 


Section 318 of the
Code) more than fifty percent (50%) of the Company’s outstanding voting common
stock; or (b) such definition of Change of Control hereafter promulgated
by the Secretary of the Treasury or other authorized regulatory body, in which
case such definition shall supersede any other definition of Change of Control
in this Agreement and shall control the terms of this Agreement.


 


1.6           “Code” means the Internal Revenue
Code of 1986, as amended.


 


1.7           “Disability” means the Executive’s
suffering a sickness, accident or injury which has been determined by the
insurance carrier of any individual or group disability insurance policy
covering the Executive, or by the Social Security Administration, to be a
disability rendering the Executive totally and permanently disabled. The
Executive must submit proof to the Plan Administrator of the insurance carrier’s
or Social Security Administration’s determination upon the request of the Plan
Administrator.


 


1.8           “Discount Rate” means the rate used by the Plan Administrator
for determining the Accrual Balance. The initial Discount Rate is seven percent
(7%). However, the Plan Administrator, in its sole discretion, may adjust
the Discount Rate to maintain the rate within reasonable standards according to
GAAP.


 


1.9           “Early Involuntary Termination”
means Separation from Service before Normal Retirement Age for reasons other
than death, Disability, Termination for Cause, Early Voluntary Termination, or
following a Change of Control.


 


1.10         “Early Involuntary Termination Date”
means the month, day and year in which Early Involuntary Termination occurs.


 


1.11         “Early Voluntary Termination”
means Separation from Service before Normal Retirement Age for reasons other
than death, Disability, Termination for Cause, Early Involuntary Termination,
or following a Change of Control.


 


1.12         “Early Voluntary Termination Date”
means the month, day and year in which Early Voluntary Termination occurs.


 


1.13         “Effective Date” means November 1,
2005.


 


1.14         “Normal Retirement Age” means the
Executive’s sixty seventh (67th) birthday.


 


1.15         “Normal Retirement Date” means the
later of the Normal Retirement Age or Separation from Service.


 


1.16         “Plan
Administrator” means the plan administrator described in Article 8.


 


1.17         “Plan Year” means a twelve-month
period commencing on November 1 and ending on October 31 of each year.
The initial Plan Year shall commence on the Effective Date of this Agreement.


 


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1.18         “Separation from Service” means
the termination of the Executive’s
employment with the Company for reasons other than death
or Disability. Whether
a Separation form Service takes place is determined based on the facts and
circumstances surrounding the termination of the Executive’s employment and
whether the Company and the Executive intended for the Executive to provide
significant services for the Company following such termination. A termination
of employment will not be considered a Separation from Service if:


 


(a)           the Executive
continues to provide services as an employee of the Company at an annual rate
that is twenty percent (20%) or more of the services rendered, on average,
during the immediately preceding three full calendar years of employment (or,
if employed less than three years, such lesser period) and the annual
remuneration for such services is twenty percent (20%) or more of the average
annual remuneration earned during the final three full calendar years of
employment (or, if less, such lesser period), or


 


(b)           the Executive
continues to provide services to the Company in a capacity other than as an
employee of the Company at an annual rate that is fifty percent (50%) or more
of the services rendered, on average, during the immediately preceding three
full calendar years of employment (or if employed less than three years, such
lesser period) and the annual remuneration for such services is fifty percent
(50%) or more of the average annual remuneration earned during the final three
full calendar years of employment (or if less, such lesser period).


 


1.19         “Specified Employee” means a key
employee (as defined in Section 416(i) of the Code without regard to
paragraph 5 thereof) of the Company if any stock of the Company is publicly
traded on an established securities market or otherwise.


 


1.20         “Termination for Cause” has
that meaning set forth in Article 5.


 


Article 2


Benefits
During Lifetime


 


2.1           Normal Retirement Benefit. Upon
Separation from Service on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the
Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Article.


 


2.1.1        Amount of Benefit. The annual benefit under this Section 2.1
is Thirty-Six Thousand Dollars ($36,000).


 


2.1.2        Payment of Benefit. The Company
shall pay the annual benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month following the Executive’s
Normal Retirement Date. The annual benefit shall be paid to the Executive for
twelve (12) years.


 


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2.2           Early Involuntary Termination Benefit.
Upon Early Involuntary Termination, the Company shall pay to the Executive the
benefit described in this Section 2.2 in lieu of any other benefit under
this Article.


 


2.2.1        Amount of Benefit. The annual
benefit under this Section 2.2 is the Early Involuntary Termination
Benefit set forth on Schedule A for the Plan Year during which the Early
Involuntary Termination Date occurs. This benefit is determined by vesting the
Executive in twenty percent (20%) of the Normal Retirement Benefit described in
Section 2.1 for the first Plan Year and an additional twenty percent (20%)
of said amount for each succeeding Plan Year thereafter until the Executive
becomes one hundred percent (100%) vested.


 


2.2.2        Payment of Benefit. The Company
shall pay the annual benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month following the Executive’s
Normal Retirement Age. The annual benefit shall be paid to the Executive for
twelve (12) years.


 


2.3           Early Voluntary Termination Benefit.
Upon Early Voluntary Termination, the Company shall pay to the Executive the
benefit described in this Section 2.3 in lieu of any other benefit under
this Article.


 


2.3.1        Amount of Benefit. The benefit
under this Section 2.3 is the Early Voluntary Termination Benefit set
forth on Schedule A for the Plan Year during which the Early Voluntary
Termination Date occurs. This benefit is determined by vesting the Executive in
twenty percent (20%) of the Accrual Balance for the first Plan Year and an
additional twenty percent (20%) of said amount for each succeeding Plan Year
thereafter until the Executive becomes one hundred percent (100%) vested in the
Accrual Balance.


 


2.3.2        Payment of Benefit. The Company
shall pay the benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month following the Executive’s
Normal Retirement Age. The benefit shall be paid to the Executive for twelve
(12) years.


 


2.4           Disability Benefit. Upon Separation from Service due to Disability prior to
Normal Retirement Age, the Company shall pay to the Executive the benefit
described in this Section 2.4 in lieu of any other benefit under this
Article.


 


2.4.1        Amount of Benefit. The benefit under this Section 2.4 is the Disability
Benefit set forth on Schedule A for the Plan Year during which the date
Separation from Service occurs. This benefit is determined by vesting the
Executive in one hundred percent (100%) of the Accrual Balance.


 


2.4.2        Payment of Benefit. The Company
shall pay the benefit to the Executive in twelve (12) equal monthly
installments commencing on the first day of the month following the Executive’s
Normal Retirement Age. The benefit shall be paid to


 


4

















 


the
Executive for twelve (12) years.


 


2.5           Change of Control Benefit. Upon a
Change of Control followed by the Executive’s Separation from Service, the
Company shall pay to the Executive the benefit described in this Section 2.5
in lieu of any other benefit under this Article.


 


2.5.1        Amount of Benefit. The annual benefit under this Section 2.5 is the
Change of Control Benefit set forth on Schedule A for the Plan Year during
which Separation from Service occurs. This benefit is determined by vesting the
Executive in one hundred percent (100%) of the Normal Retirement Benefit amount
described in Section 2.1.1.


 


2.5.2        Payment
of Benefit. The Company shall pay the annual benefit to the Executive in
twelve (12) equal monthly installments commencing the month following the
Normal Retirement Age. The annual benefit shall be paid to the Executive for
twelve (12) years.


 


2.6           Restriction on Timing of Distribution. Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee
at Separation from Service under such procedures as established by the Company
in accordance with Section 409A of the Code, benefit distributions that
are made upon Separation from Service may not commence earlier than six (6) months
after the date of such Separation from Service. Therefore, in the
event this Section 2.6 is applicable to the Executive, any payment or series of
payments to be made due to a Separation from Service shall commence no earlier
that the first day of the seventh month following the Separation from Service.


 


2.7           Distributions Upon Income Inclusion Under Section 409A
of the Code. Upon the
inclusion of any portion of the Accrual Balance into the Executive income as a
result of the failure of this non-qualified deferred compensation plan to
comply with the requirements of Section 409A of the Code, to the extent
such tax liability can be covered by the participant’s vested Accrual Balance,
a distribution shall be made as soon as is administratively practicable
following the discovery of the plan failure.


 


Article 3


Death
Benefits


 


3.1           Death During Active Service. If
the Executive dies while in the active service of the Company, the Company
shall pay to the Beneficiary the benefit described in this Section 3.1. This
benefit shall be paid in lieu of the benefits under Article 2.


 


3.1.1        Amount of Benefit. The annual
benefit under this Section 3.1 is one hundred percent (100%) of the Normal
Retirement Benefit amount described is Section 2.1.1.


 


3.1.2        Payment of Benefit. The Company shall pay the annual benefit
to the Executive’s Beneficiary in twelve (12) equal monthly installments
commencing on the first


 


5

















 


day of
the month following the Executive’s death. The annual benefit shall be paid to
the Executive’s Beneficiary for a period of twelve (12) years.


 


3.2           Death During Payment of a Benefit.
If the Executive dies after any benefit payments have commenced under Article 2
of this Agreement but before receiving all such payments, the Company shall pay
the remaining benefits to the Beneficiary at the same time and in the same
amounts they would have been paid to the Executive had the Executive survived.


 


3.3           Death After Separation from Service But Before Payment of a Benefit Commences. If the Executive is entitled to any benefit payments under
Article 2 of this Agreement, but dies prior to the commencement of said
benefit payments, the Company shall pay the same benefit payments to the
Beneficiary that the Executive was entitled to prior to death except that the
benefit payments shall commence on the first day of the month following the
date of the Executive’s death.


 


Article 4


Beneficiaries


 


4.1           Beneficiary Designation. The
Executive shall have the right, at any time, to designate a Beneficiary(ies) to
receive any benefits payable under this Agreement upon the death of the
Executive. The Beneficiary designated under this Agreement may be the same
as or different from the beneficiary designation under any other benefit plan
of the Company in which the Executive participates.


 


4.2           Beneficiary
Designation: Change. The Executive shall designate a Beneficiary by
completing and signing the Beneficiary Designation Form, and delivering it to
the Plan Administrator or its designated agent. The Executive’s Beneficiary
designation shall be deemed automatically revoked if the Beneficiary
predeceases the Executive or if the Executive names a spouse as Beneficiary and
the marriage is subsequently dissolved. The Executive shall have the right to
change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator’s rules and
procedures, as in effect from time to time. Upon the acceptance by the Plan
Administrator of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Plan Administrator shall
be entitled to rely on the last Beneficiary Designation Form filed by the
Executive and accepted by the Plan Administrator prior to the Executive’s
death.


 


4.3           Acknowledgment.
No designation or change in designation of a Beneficiary shall be effective
until received, accepted and acknowledged in writing by the Plan Administrator
or its designated agent.


 


4.4           No
Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then
the Executive’s spouse shall be the designated Beneficiary. If the Executive
has no surviving spouse, the benefits shall be made to the personal
representative of the Executive’s estate.


 


6

















 


4.5           Facility of Payment. If the Plan
Administrator determines in its discretion that a benefit is to be paid to a
minor, to a person declared incompetent, or to a person incapable of handling
the disposition of that person’s property, the Plan Administrator may direct
payment of such benefit to the guardian, legal representative or person having
the care or custody of such minor, incompetent person or incapable person. The
Plan Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of the
Executive and the Executive’s Beneficiary, as the case may be, and shall
be a complete discharge of any liability under the Agreement for such payment
amount.


 


Article 5


General
Limitations


 


5.1           Termination for Cause. Notwithstanding
any provision of this Agreement to the contrary, the Company shall not pay any
benefit under this Agreement if the Company’s Board terminates the Executive’s
employment for:


 


(a)           Gross
negligence or gross neglect of duties to the Company;


 


(b)           Commission
of a felony or of a gross misdemeanor involving moral turpitude;


 


(c)           Fraud,
disloyalty, dishonesty, or willful violation of any law or significant Company
policy committed in connection with the Executive’s employment and resulting in
a material adverse effect on the Company; or


 


(d)           Issuance
of an order for removal of the Executive by the Company’s banking regulators.


 


5.2           Suicide or Misstatement. The
Company shall not pay any benefit under this Agreement if the Executive commits
suicide within two years after the Effective Date. In addition, the Company
shall not pay any benefit under this Agreement if the Executive has made any
material misstatement of fact on any application for life insurance owned by
the Company on the Executive’s life.


 


Article 6


Claims
and Review Procedures


 


6.1           Claims
Procedure. An Executive or Beneficiary (“claimant”) who has not received
benefits under the Agreement that he or she believes should be paid shall make
a claim for such benefits as follows:


 


6.1.1        Initiation
– Written Claim. The claimant
initiates a claim by submitting to the Plan Administrator a written claim for
the benefits. If such a claim relates to the contents of a notice received by
the claimant, the claim must be made within sixty (60) days after such
notice was received by the claimant. All other claims must be


 


7

















 


made within one hundred eighty (180) days of
the date on which the event that caused the claim to arise occurred. The claim
must state with particularity the determination desired by the claimant.


 


6.1.2        Timing
of Plan Administrator Response. The
Plan Administrator shall respond to such claimant within 90 days after
receiving the claim. If the Plan Administrator determines that special
circumstances require additional time for processing the claim, the Plan
Administrator can extend the response period by an additional 90 days by
notifying the claimant in writing, prior to the end of the initial 90-day
period, that an additional period is required. The notice of extension must set
forth the special circumstances and the date by which the Plan Administrator
expects to render its decision.


 


6.1.3        Notice
of Decision. If the Plan Administrator denies part or all of the
claim, the Plan Administrator shall notify the claimant in writing of such
denial. The Plan Administrator shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:


 


(a)           The
specific reasons for the denial;


(b)           A
reference to the specific provisions of the Agreement on which the denial is
based;


(c)           A
description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed;


(d)           An
explanation of the Agreement’s review procedures and the time limits applicable
to such procedures; and


(e)           A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.


 


6.2           Review
Procedure. If the Plan Administrator denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the Plan
Administrator of the denial, as follows:


 


6.2.1        Initiation
– Written Request. To initiate the review, the claimant, within 60 days
after receiving the Plan Administrator’s notice of denial, must file with the
Plan Administrator a written request for review.


 


6.2.2        Additional
Submissions – Information Access. The claimant shall then have the
opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide
the claimant, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant (as defined in
applicable ERISA regulations) to the claimant’s claim for benefits.


 


6.2.3        Considerations
on Review. In considering the review, the Plan Administrator shall take
into account all materials and information the claimant submits relating to the
claim, without regard to whether such information was submitted or


 


8

















 


considered
in the initial benefit determination.


 


6.2.4        Timing
of Plan Administrator Response. The Plan Administrator shall respond in
writing to such claimant within 60 days after receiving the request for review.
If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing,
prior to the end of the initial 60-day period, that an additional period is
required. The notice of extension must set forth the special circumstances and
the date by which the Plan Administrator expects to render its decision.


 


6.2.5        Notice
of Decision. The Plan Administrator shall notify the claimant in writing of
its decision on review. The Plan Administrator shall write the notification in
a manner calculated to be understood by the claimant. The notification shall
set forth:


 


(a)           The
specific reasons for the denial;


(b)           A
reference to the specific provisions of the Agreement on which the denial is
based;


(c)           A
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
claimant’s claim for benefits; and


(d)           A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a).


 


Article 7


Amendments
and Termination


 


7.1           Amendments. This Agreement may be amended only by a written agreement signed
by the Company and the Executive. However, the Company may unilaterally
amend this Agreement to conform with written directives to the Company
from its auditors or banking regulators or to comply with legislative or tax
law, including without limitation Section 409A of the Code and any and all
regulations and guidance promulgated thereunder.


 


7.2           Plan Termination Generally. The Company may unilaterally terminate
this Agreement at any time. The benefit shall be the Accrual Balance as of the
date the Agreement is terminated. Except as provided in Section 7.3, the
termination of this Agreement shall not cause a distribution of benefits under
this Agreement. Rather, upon such termination benefit distributions will be
made at the earliest distribution event permitted under Article 2 or Article 3.


 


7.3           Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in
Section 7.2, if the Company terminates this Agreement in the following
circumstances:


 


9

















 


(a)           Within thirty (30) days before, or twelve (12) months after a Change in
Control, provided that all distributions are made no later than twelve (12)
months following such termination of the Agreement and provided that
all the Company’s arrangements which are substantially similar to the
Agreement are terminated so the Executive and all participants in the
similar arrangements are required to receive all amounts of compensation
deferred under the terminated arrangements within twelve (12) months of the
termination of the arrangements;


(b)           Upon the Company’s dissolution or with the approval of a bankruptcy
court provided that the amounts deferred under the Agreement are included in
the Executive’s gross income in the latest of (i) the calendar year in
which the Agreement terminates; (ii) the calendar year in which the amount
is no longer subject to a substantial risk of forfeiture; or (iii) the
first calendar year in which the payment is administratively practical; or


(c)           Upon the Company’s termination of this and all other non-account
balance plans (as referenced in Section 409A of the Code or the
regulations thereunder), provided that all distributions are made no earlier
than twelve (12) months and no later than twenty-four (24) months following
such termination, and the Company does not adopt any new non-account balance
plans for a minimum of five (5) years following the date of such
termination;


 


the Company may distribute the Accrual Balance, determined as of
the date of the termination of the Agreement, to the Executive in a lump sum
subject to the above terms.


 


Article 8


Administration of Agreement


 


8.1           Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or person(s)
as the Board shall appoint. The Executive may be a member of the Plan
Administrator. The Plan Administrator shall also have the discretion and
authority to (i) make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Agreement and (ii) decide or
resolve any and all questions including interpretations of this Agreement, as may arise
in connection with the Agreement.


 


8.2           Agents. In
the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as it sees fit,
(including acting through a duly appointed representative), and may from
time to time consult with counsel who may be counsel to the Company.


 


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8.3           Binding Effect of Decisions. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the
administration, interpretation and application of the Agreement and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Agreement. No Executive or
Beneficiary shall be deemed to have any right, vested or nonvested, regarding
the continued use of any previously adopted assumptions, including but not
limited to the Discount Rate.


 


8.4           Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the members
of the Plan Administrator against any and all claims, losses, damages, expenses
or liabilities arising from any action or failure to act with respect to this
Agreement, except in the case of willful misconduct by the Plan Administrator
or any of its members.


 


8.5           Company
Information. To enable the Plan Administrator to perform its functions,
the Company shall supply full and timely information to the Plan Administrator
on all matters relating to the date and circumstances of the retirement,
Disability, death, or Separation from Service of the Executive, and such other
pertinent information as the Plan Administrator may reasonably require.


 


8.6           Annual
Statement. The Plan Administrator shall provide to the Executive, within
120 days after the end of each Plan Year, a statement setting forth the
benefits payable under this Agreement.


 


Article 9


Miscellaneous


 


9.1           Binding Effect. This Agreement
shall bind the Executive and the Company, and their beneficiaries, survivors,
executors, successors, administrators and transferees.


 


9.2           No Guarantee of Employment. This
Agreement is not an employment policy or contract. It does not give the
Executive the right to remain an employee of the Company, nor does it interfere
with the Company’s right to discharge the Executive. It also does not require
the Executive to remain an employee nor interfere with the Executive’s right to
terminate employment at any time.


 


9.3           Non-Transferability. Benefits
under this Agreement cannot be sold, transferred, assigned, pledged, attached
or encumbered in any manner.


 


9.4           Tax Withholding. The Company shall withhold any taxes that are
required to be withheld, including but not limited to taxes owed under Section 409A
of the Code and regulations thereunder, from the benefits provided under this
Agreement. Executive acknowledges that the Company’s sole liability regarding
taxes is to forward any amounts withheld to the appropriate taxing
authority(ies). Further, the Company shall satisfy all applicable reporting
requirements, including those under Section 409A of the Code and
regulations thereunder.


 


11

















 


9.5           Applicable Law. The Agreement and
all rights hereunder shall be governed by the laws of the State of GEORGIA,
except to the extent preempted by the laws of the United States of America.


 


9.6           Unfunded Arrangement. The
Executive and Beneficiary are general unsecured creditors of the Company for
the payment of benefits under this Agreement. The benefits represent the mere
promise by the Company to pay such benefits. The rights to benefits are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on
the Executive’s life is a general asset of the Company to which the Executive
and Beneficiary have no preferred or secured claim.


 


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


 


9.8           Entire Agreement. This Agreement constitutes the
entire agreement between the Company and the Executive as to the subject matter
hereof. No rights are granted to the Executive by virtue of this Agreement
other than those specifically set forth herein.


 


9.9           Interpretation. Wherever the fulfillment of the
intent and purpose of this Agreement requires, and the context will permit, the
use of the masculine gender includes the feminine and use of the singular
includes the plural.


 


9.10         Alternative Action. In the event
it shall become impossible for the Company or the Plan Administrator to perform any
act required by this Agreement, the Company or Plan Administrator may in
its discretion perform such alternative act as most nearly carries out the
intent and purpose of this Agreement and is in the best interests of the
Company.


 


9.11         Headings. Article and section headings are for convenient
reference only and shall not control or affect the meaning or construction of
any of its provisions.


 


9.12         Validity.
In case any provision of this Agreement shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Agreement shall be construed and enforced as if such illegal
and invalid provision has never been inserted herein.


 


9.13         Notice.
Any notice or filing required or permitted to be given to the Company or Plan
Administrator under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below: 


 


12

















 




	
  4077 Forsyth Road

  
	
  Macon, GA  31210

  
	
   

  






Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration
or certification.


 


Any
notice or filing required or permitted to be given to the Executive under this
Agreement shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Executive.


 


9.14         Compliance with Section 409A. This Agreement shall at all times be
administered and the provisions of this Agreement shall be interpreted
consistent with the requirements of Section 409A of the Code and any and
all regulations thereunder, including such regulations as may be
promulgated after the Effective Date of this Agreement.


 


9.15         Rescissions. Any modification to the terms of this
Agreement that would inadvertently result in an additional tax liability on the
part of the Executive, shall have no effect to the extent the change in
the terms of the plan is rescinded by the earlier of a date before the right is
exercised (if the change grants a discretionary right) and the last day of the
calendar year during which such change occurred.


 


IN WITNESS
WHEREOF, the Executive and a duly authorized representative of the Company have
signed this Agreement.


 


	
  EXECUTIVE:

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  NEW
  SOUTHERN BANK

  
	
   

  	
   

  
	
   

  	
   

  	
  By
  

  	
   

  
	
  GARY
  P. HALL

  	
   

  
	
   

  	
  Title 

  	
   

  
					



 


13

















 


o            New
Designation


o            Change
in Designation


 


I, GARY P. HALL, designate the
following as beneficiary of benefits under the Agreement payable following my
death:


 


	
  Primary: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Contingent: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  



 


Notes:


•      Please PRINT
CLEARLY or TYPE the names of the beneficiaries.


•      To name a
trust as beneficiary, please provide the name of the trustee(s) and the exact
name and date of the trust agreement.


•      To name your
estate as beneficiary, please write “Estate of _[your name]_”.


•      Be aware
that none of the contingent beneficiaries will receive anything unless ALL of the
primary beneficiaries predecease you.


 


I understand that
I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon
receipt and acknowledgment by the Plan Administrator prior to my death. I
further understand that the designations will be automatically revoked if the
beneficiary predeceases me, or, if I have named my spouse as beneficiary and
our marriage is subsequently dissolved.


 


	
  Name:

  	
  GARY
  P. HALL

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Received by the
  Plan Administrator this          day
  of                                   ,
  20     

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title: