**EXHIBIT NO. 10.15**

 

**MCINTOSH STATE BANK**

**SALARY CONTINUATION AGREEMENT**

 

THIS AGREEMENT is made this 10th day of August, 2004, by and between MCINTOSH STATE BANK, a state bank located in Jackson, Georgia (the “Company”) and Thurman L. Willis (the “Executive”). 

 

**INTRODUCTION**

 

To encourage the Executive to remain an employee of the Company, the Companyis willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. 

 

**AGREEMENT**

 

The Executive and the Company agree as follows: 

 

**Article 1**

**Definitions**

 

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

 

1.1.1*“Change of Control”*means the transfer of 51% or more of the Company’s outstanding voting common stock. 

 

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

 

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

 

1.1.4 *“Early Termination”*means theTermination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control. 

 

1.1.5 *“Early Termination Date”*means the month, day and year in whichEarly Termination occurs. 

 

1.1.6“Effective Date” means May 1, 2004. 

 

1.1.7 *“Normal Retirement Age”*means the Executive’s age 60. 

 

1.1.8 *“Normal Retirement Date”*means the later of the Normal Retirement Age or Termination of Employment. 

 

1.1.9 *“Plan Year”*means a twelve-monthperiod commencing on May 1 and ending on April 30 of each year. The initial Plan Year shall commence on the Effective Date. 

 

1.1.10 *“Termination for Cause”*See Section 5.2.**

 

1.1.11 *“Termination of Employment”*means that the Executive ceases to be employed by theCompany for any reason whatsoever other than by reason of a leave of absence which is approved by the Company. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive’sTermination of Employment, the Company shall have the sole and absolute right to decide the dispute. 

 

**Article 2**

**Lifetime Benefits**

 

2.1 *Normal Retirement Benefit*. Upon Termination of Employment on orafter 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 initial annual benefitunder this Section 2.1 is Twenty Thousand Five Hundred Fifteen Dollars ($20,515). Commencing at the end of the first Plan Year, and each Plan Year thereafter, the annual benefit shall be increased four percent (4%) from the previous Plan Year to aprojected annual benefit of Twenty-Four Thousand Dollars ($24,000) at Normal Retirement Age. The Company’s Board of Directors, in its sole discretion, may increase the annual benefit under this Section 2.1.1; however, any increase shall requirethe recalculation of Schedule A. 

 

2.1.2*Payment of Benefit*. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s Normal Retirement Date andcontinuing for one hundred seventy-nine (179) additional months. 

 

2.1.3 *Benefit Increases.*Commencing on the first anniversary of the first benefit payment, and continuing on each subsequent anniversary, the Company’s Board of Directors, in its sole discretion, mayincrease the benefit. 

2.2***Early Termination Benefit.*Upon Early Termination, the Company shall pay to theExecutive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement. 

 

2.2.1*Amount of Benefit*. The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule Afor the Plan Year ending immediately prior to the Early Termination Date. 

 

2.2.2***Payment of Benefit.*The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month followingthe Normal Retirement Age and continuing for one hundred seventy-nine (179) additional months. The company, in its sole discretion, may pay the benefit in a lump sum within sixty (60) days of Termination of Employment, in an amount equal to theVested Accrual Balance in Schedule A. 

 

2.2.3 *Benefit Increases.*Benefit payments may be increased as provided in Section 2.1.3. 

 

2.3***Disability Benefit.*If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay tothe Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement. 

 

2.3.1 *Amount of Benefit.*The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for thePlan Year ending immediately prior to the date in which the Termination of Employment occurs. 

 

2.3.2 *Payment of Benefit.*The Company shall pay the annual benefit amount to the Executive in twelve (12) equal monthlyinstallments payable on the first day of each month commencing with the month following the Termination of Employment and continuing for one hundred seventy-nine (179) additional months. The Company, in its sole discretion, may pay the benefit in alump sum within sixty (60) days of Termination of Employment, in an amount equal to the Accrual Balance in Schedule A. 

 

2.3.3 *Benefit Increases.*Benefit payments may be increased as provided in Section 2.1.3. 

 

2.4 *Change of Control Benefit.*Upon Termination of Employmentfollowing a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement. 

 

2.4.1 *Amount of Benefit.*The annual benefit under this Section 2.4 is the Change of Control Benefitamount set forth in Schedule A. 

2.4.2 *Payment of Benefit.*The Company shall pay the annual benefit amount to theExecutive in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Date and continuing for one hundred seventy-nine (179) additional months. 

 

2.4.3 *Benefit Increases.*Benefit payments may beincreased as provided in Section 2.1.3. 

 

**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 Executive’sbeneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article 2. 

 

3.1.1 *Amount of Benefit.*The annual benefit under this Section 3.1 is the projected Normal Retirement Benefit amount described inSection 2.1.1. 

 

3.1.2 *Payment of Benefit.*The Company shall pay the annual benefit to the beneficiary in twelve (12) equal monthly installments payable on the first day of each month commencing with the month following the Executive’s death and continuing for one hundredseventy-nine (179) additional months. 

 

3.2 *Death DuringBenefit Period.*If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and inthe same amounts they would have been paid to the Executive had the Executive survived. 

 

3.3 *Death After Termination of Employment But Before Benefit Payments Commence.*If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefitpayments, the Company shall pay the benefit payments to the Executive’s 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 theExecutive’s death. 

 

**Article 4**

**Beneficiaries**

 

4.1 *Beneficiary Designation*. The Executive shallhave 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 beneficiarydesignation 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’sBeneficiary 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 aBeneficiary 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 anew 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 PlanAdministrator 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 validbeneficiary 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 personalrepresentative of the Executive’s estate. 

 

4.5 *Facilityof 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 PlanAdministrator 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 orguardianship 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 ofany liability under the Agreement for such payment amount. 

 

**Article 5**

**General Limitations**

 

Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement:

 

5.1 *Excess Parachute Payment.*To the extent the benefitwould create an excise tax under the excess parachute rules of Section 280G of the Code. 

 

5.2 *Termination for Cause.* If the Company terminates the Executive’s employment for: 

 

5.2.1 Gross negligence or gross neglect of duties; 

 

5.2.2 Commission of a felony or of a gross misdemeanor involving moral turpitude; or 

5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law or significantCompany policy committed in connection with the Executive’s employment and resulting in an adverse effect on the Company. 

 

5.3*Competition After Termination of Employment.*No benefits shall be payable if the Executive, without the prior written consent of the Company,engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal,agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Company, which enterprise is, or may deemed to be, competitive with any business carried on by the Company asof the date of termination of the Executive’s employment or his retirement. This section shall not apply following a Change of Control. 

 

5.4 *Suicide or Misstatement.*No benefits shall be payable if the Executive commits suicide within two years after the date of this Agreement, or ifthe Executive has made any material misstatement of fact on any application for life insurance purchased by the Company. 

 

**Article 6**

**Claims and ReviewProcedures**

 

6.1 *Claims Procedure.*Any individual(“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 Company awritten claim for the benefits, 

 

6.1.2*Timing of Company Response.*The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend theresponse 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 bywhich the Company expects to render its decision. 

 

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

 

(a) The specific reasons for the denial; 

 

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

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

 

(d) An explanation of this 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 determinationon review. 

 

6.2 *Review Procedure.*If the Company deniespart or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows: 

 

6.2.1 *Initiation - Written Request.*To initiate the review, the claimant, within 60 days after receiving the Company’s noticeof denial, must file with the Company 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 Companyshall 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.*Inconsidering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

 

6.2.4 *Timing of Company Response.*TheCompany shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the responseperiod 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 theCompany expects to render its decision. 

 

6.2.5*Notice of Decision.*The Company shall notify the claimant in writing of its decision on review. The Company 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 this Agreementon which the denial is based; 

 

(c) A statementthat 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 forbenefits; and 

(d) A statement of the claimant’s right to bring a civil action under ERISA Section502(a). 

 

**Article 7**

**Amendments and Termination**

 

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. 

 

**Article 8**

**Miscellaneous**

 

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

 

8.2*No Guarantee of Employment.*This Agreement is not an employmentpolicy 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 norinterfere with the Executive’s right to terminate employment at any time. 

 

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

 

8.4 *Reorganization.* The Company shall not merge or consolidate into or with another company, or reorganize, or sellsubstantially 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. 

 

8.5 *Tax Withholding.*The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.

 

8.6 *Applicable Law.*The Agreement and all rightshereunder 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. 

 

8.7*Unfunded Arrangement.*The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under thisAgreement. 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 andbeneficiary have no preferred or secured claim. 

 

8.8*EntireAgreement.*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.

 

8.9 Powers which are necessary to administer this Agreement,including but not limited to: 

 

8.9.1Interpreting the provisions of the Agreement; 

 

8.9.2 Establishing and revising the method of accounting for the Agreement 

 

8.9.3 Maintaining a record of benefit payments; and 

 

8.9.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

 

8.10 *Named Fiduciary.*For purposes of the EmployeeRetirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilitiesof the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals. 

 

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

 

EXECUTIVE:
   
COMPANY:
    
MCINTOSH STATE BANK
/s/ Thurman L. Willis   By: 
/s/ William K. Malone

Thurman Willis
   
Title:
 
Chief Executive Officer