ex10_1.htm


    
      

    

    
      Exhibit
        10.1

       

      RETIREMENT
        AGREEMENT AND
        GENERAL RELEASE

      


      THIS
        RETIREMENT AGREEMENT AND GENERAL
        RELEASE (“Agreement”) is made and entered into by and between Jeffrey L. Levine
        (“Executive”) and Omni National Bank (“Employer” or the “Bank”) and Omni
        Financial Services, Inc. (the “Company”).

      


      STATEMENT
        OF
        FACTS

      


      Executive
        desires to accept the
        following agreements, including, without limitation, certain additional
        consideration from Employer and the Company in return for Executive’s general
        release, non-disclosure, and restrictive covenant agreements set forth
        below.  Executive desires to settle fully and finally all differences
        and disputes he may have with Employer, the Company, and Omni Community
        Development Corporation, including, but not limited to, any differences and
        disputes that might arise, or have arisen, out of Executive’s employment with
        and separation from Employer and Executive’s resignation as an employee,
        officer, and director of Employer, as an employee and officer of the Company,
        and as a director of Omni Development Corporation.

      


      STATEMENT
        OF
        TERMS

      


      In
        consideration of the mutual promises
        herein, it is agreed as follows:

      


      1.    Non-Admission
        of Liability.  Neither this
        Agreement nor Employer’s or the Company’s offer to enter into this Agreement
        shall in any way be construed as an admission by Employer or the Company
        that it
        has acted wrongfully with respect to Executive or any other person, or that
        Executive has any rights whatsoever against Employer or the
        Company.  Employer and the Company specifically disclaim any liability
        to or wrongful acts against Executive or any other person, on the part of
        itself, its shareholders, officers, directors, employees, agents, or
        representatives.

       

      2.    Resignation
        of Employment and Directorship.  Executive
        acknowledges, understands, and agrees that Executive voluntarily resigned
        from
        his employment with, and as an officer and director of, Employer, to the
        extent
        applicable, from his employment with and as an officer and director of the
        Company, and as an officer and director of Omni Community Development
        Corporation, all resignations effective December 31, 2007 (the “Separation
        Date”).  The parties agree that except as set forth herein, this
        Agreement terminates all aspects of the relationship between Executive and
        Employer, Executive and the Company, and Executive and Omni Community
        Development Corporation.  Executive therefore acknowledges,
        understands, and agrees that Executive does not and will not seek reinstatement,
        future employment, or return to active employment status with Employer, the
        Company, or Omni Community Development Corporation.  Executive further
        acknowledges, understands, and agrees that neither Employer nor the Company
        nor
        Omni Community Development Corporation is under any obligation to consider
        Executive for reinstatement, employment, re-employment, consulting, or similar
        status at any time.

       

      3.    Consideration.  In
        full
        consideration and as material inducement for Executive’s signing of this
        Separation Agreement and General Release, the receipt, adequacy, and sufficiency
        of which are hereby acknowledged:

       

      
        	
                 

              	
                (a)

              	
                Executive
                  will remain on a personal leave of absence from his employment
                  with
                  Employer through December 31, 2007, but remain on Employer’s payroll until
                  December 31, 2007 and receive all compensation and other employment
                  benefits to which he would be entitled if he were not on a leave
                  of
                  absence during this time.  During this time, Executive is not
                  permitted or authorized to (i) be on Bank premises unless he is
                  accompanied by a Bank Officer approved by the Bank’s Chief Executive
                  Officer; (ii) access Bank or Company files, confidential information,
                  or
                  computer, email, or telephone systems, either personally or through
                  any
                  agent or representative; (iii) incur any expenses, obligations,
                  or
                  liabilities or make any commitments on behalf of the Bank or the
                  Company
                  (including the extension of credit, granting of loans, waiving
                  of
                  payments, or likewise); or (iv) negotiate or compromise or reduce
                  any
                  debts owed to the Bank or the Company by any third party.
                  

              


      

       

      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (b)

              	
                Within
                  ten (10) days after the Separation Date (as defined herein), Employer
                  will
                  pay Executive, in a one-time, lump sum payment, the total gross
                  amount of
                  $339,300, less required withholdings where applicable, an amount
                  which
                  represents the sum of (i) Executive’s current base compensation for 12
                  months; (ii) an estimation of Executive’s annual dues at the Standard Club
                  for three (3) years; and (iii) an allowance for office furniture,
                  legal
                  publications, and artwork.  Executive understands and agrees the
                  amount withheld by the Employer from the portion of this payment
                  that is
                  subject to withholding and will be based upon the information contained
                  in
                  the most recent Internal Revenue Service Form W-4 (and similar
                  state form)
                  provided to Employer by Executive.  Executive understands and
                  agrees  that the portion of this payment that is not subject to
                  withholding will be reported as income to Executive on an Internal
                  Revenue
                  Service Form-1099 (and similar state form) and that Executive will
                  be
                  solely responsible for any and all taxes that may attend this
                  income.  Executive agrees to complete by the Effective Date of
                  this Agreement all forms necessary for the Bank to properly and
                  lawfully
                  report this income. 

              


      

       

      
        	
                 

              	
                (c)

              	
                After
                  the Separation Date, Employer will continue Executive’s and Executive’s
                  dependants’ current health coverage with Employer, at no cost to
                  Executive, for the lesser of 18 months or the Executive’s applicable COBRA
                  period.  Executive will only be eligible for the health coverage
                  described in this Section to the extent Executive elects COBRA
                  coverage.  Notice of Executive’s rights and obligations pursuant
                  to COBRA will be provided to Executive under separate
                  cover.  Executive understands and agrees that any payments made
                  by the Bank on behalf of Executive and/or his dependents for continuing
                  health coverage will be reported as income to Executive on an Internal
                  Revenue Service Form-1099 and that Executive will be solely responsible
                  for any and all taxes that may attend this income.  Executive
                  agrees to complete by the Effective Date of this Agreement all
                  forms
                  necessary for the Bank to properly and lawfully report this income.
                  

              


      

       

      
        	
                 

              	
                (d)

              	
                On
                  the Effective Date of this Agreement (or as soon as practicable
                  after the
                  Effective Date), Employer will transfer to Executive the full and
                  unencumbered title to the vehicle (2006 BMW 750 LI4S, VIN:
                  WBAHN83536DT36671) (“Vehicle”) currently used by
                  Executive.  Executive understands and agrees that the current
                  value of Vehicle ($51,265.00) will be reported as income to Executive
                  on
                  an Internal Revenue Service Form-1099 (and similar state form)
                  and that
                  Executive will be solely responsible for any and all taxes that
                  may attend
                  this income.  Executive agrees to complete by the Effective Date
                  of this Agreement all forms necessary for the Bank to properly
                  and
                  lawfully report this income and complete the transfer of title.
                  

              


      

       

      
        	
                 

              	
                (e)

              	
                Employer
                  and the Company will continue to recognize, where, when, and for
                  as long
                  as, in the sole discretion of the Company’s Board of Directors, such
                  recognition is appropriate, Executive’s past contributions to the
                  Company.  Such recognition may include, but not be limited to,
                  designation of Executive as a Director Emeritus of the Company
                  and
                  recognition of Executive’s Co-Founder and Director Emeritus status in the
                  Company’s Annual Report and in the Bank’s offices.  Employer’s
                  and the Company’s obligation pursuant to this Agreement to recognize
                  Executive’s past contributions to the Company will cease immediately upon:
                  (i) the filing of a civil or administrative complaint against the
                  Bank,
                  the Company, or Executive based in whole or in part on Executive’s actions
                  or omissions while employed with the Bank; (ii) the announcement
                  by any
                  governmental agency of an investigation, audit, or inquiry of the
                  Bank,
                  the Company, or Executive based in whole or in part on Executive’s actions
                  or omissions while employed with the Bank; (iii) the criminal indictment
                  of Executive based in whole or in part on Executive’s actions or omissions
                  while employed with the Bank; and/or (iv) Executive’s breach of or failure
                  to comply with any part of this Agreement.


              


      

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                The
                  Company agrees that Executive has until December 31, 2009 to exercise
                  his
                  rights pursuant to the January 1, 2005 Stock Option Agreement between
                  the
                  Company and the Executive (“Stock Option Agreement”).  This
                  Section 3(f) constitutes an Amendment to the Stock Option Agreement,
                  duly
                  approved by the Company’s Board of Directors, and to the extent applicable
                  and/or necessary, by the Bank’s Board of Directors.
                  

              


      

       

      4.    Complete
        Release.  As a material
        inducement to Employer and the Company to enter into this Agreement, Executive
        hereby irrevocably and unconditionally releases, acquits, and forever discharges
        Employer and the Company and each of Employer’s and Company’s stockholders,
        officers, directors, employees, successors, assigns, agents, representatives,
        attorneys, and all persons acting by, through, under, or in concert with
        any of
        them (collectively “Released Parties”), from any and all charges, complaints,
        claims, liabilities, obligations, promises, agreements (excluding this Agreement
        itself), controversies, damages, actions, causes of action, suits, rights,
        demands, costs, losses, debts, and expenses of any nature whatsoever, known
        or
        unknown, suspected or unsuspected, including, but not limited to, rights
        arising
        out of alleged violations or breaches of any contracts, express or implied,
        or
        any tort, or any legal restrictions on Employer’s right to terminate employees,
        or any federal, state, or other governmental statute, regulation, or ordinance,
        including, without limitation: (1) Title VII of the Civil Rights Act of
        1964, as amended by the Civil Rights Act of 1991; (2) the Americans with
        Disabilities Act; (3) 42 U.S.C. § 1981; (4) the Age Discrimination in
        Employment Act, as amended by the Older Workers Benefit Protection Act;
        (5) the Equal Pay Act; (6) the Employee Retirement Income Security Act
        (“ERISA”); (7) Section 503 of the Rehabilitation Act of 1973; (8) the False
        Claims Act (including the qui tam provision thereof); (9) the Occupational
        Safety and Health Act; (10) the Consolidated Omnibus Budget Reconciliation
        Act
        of 1986 (“COBRA”); (11) intentional or negligent infliction of emotional
        distress or “outrage”; (12) interference with employment and/or contractual
        relations; (13) wrongful discharge; (14) invasion of privacy;
        (15) assault and battery; (16) defamation; (17) whistleblowing; and
        (18) violation of any other legal or contractual duty arising under the laws
        of
        the state of Georgia or the United States of America, (individually the “Claim”
and collectively the “Claims”), which Executive now has, owns, or holds, or
        claims to have, own or hold, or which Executive at any time heretofore had,
        owned, or held, or claimed to have, own, or hold, against each or any of
        the
        Released Parties at any time up to and including the date of execution of
        this
        Agreement.

       

      5.    Cessation
        of Authority.  Executive
        acknowledges, understands, and agrees that after October 29, 2007, Executive
        is
        not and has not been authorized to incur any expenses, obligations or
        liabilities, or to make any commitments on behalf of Employer or the
        Company.  Executive agrees to submit to the Chief Financial Officer of
        Employer (“CFO”) on or before the Effective Date, any and all expenses that were
        incurred by Executive on behalf of Employer or the Company (which have not
        previously been reimbursed) and any and all contracts or other obligations
        entered into by Executive on behalf of Employer or the Company (which have
        not
        previously been disclosed), including but not limited to any loans agreed
        to or
        memoranda of understanding entered into on behalf of the Employer or the
        Company.  Employer agrees to reimburse Executive for reimbursable
        expenses incurred by Executive through October 29, 2007 which have not yet
        been
        reimbursed and which are promptly submitted to Employer, pursuant to Employer’s
        standard policies and procedures relating to reimbursement of
        expenses.

       

      Notwithstanding
        anything in this Section 5, however, Employer, provided that Executive submits
        to the CFO appropriate documentation of the expenses on or before the Effective
        Date, shall reimburse Executive for the following expenses (and only the
        following expenses) properly incurred by him between October 29, 2007 and
        the
        Effective Date (a reimbursement amount not to exceed $2,915.36):

       

      
        	
                 

              	
                (a)

              	
                Expenses
                  incurred by Executive at the Standard Club in November 2007 and
                  December
                  2007 (not to exceed $1,338.00); 

              


      

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (b)

              	
                Expenses
                  incurred by Executive for his automobile and Georgia REA in November
                  2007
                  and December 2007 (not to exceed $1268.36); and


              


      

       

      
        	
                 

              	
                (c)

              	
                Expenses
                  incurred by Executive for continuing education in December 2007
                  (not to
                  exceed $309.00). 

              


      

       

      6.    Agreement
        Not to Disclose Trade Secrets and Confidential
        Information.  Executive acknowledges, understands, and agrees
        that in the course of employment with Employer, Executive has acquired
        Confidential Information and Trade Secrets, as those terms are defined below,
        concerning Employer’s and the Company’s operations, policies and practices,
        future plans, and methods of doing business, which information Executive
        understands and agrees would be extremely damaging to Employer or the Company
        if
        disclosed to a competitor or made available to any other person or
        entity.  Executive acknowledges, understands, and agrees that such
        information has been divulged to Executive in confidence.  Executive
        agrees to protect and hold in strict confidence all Company Information,
        as that
        term is defined below, that Executive has received or created on behalf of
        Employer or the Company and that Executive will not, directly or indirectly,
        use, publish, disseminate, or otherwise disclose any Company Information
        to any
        third party without Employer’s and/or the Company’s prior written consent,
        unless and until such time as the restrictions on Executive’s use or disclosure
        of such Company Information expire as set forth herein below.  If a
        disclosure of Company Information is required by law, subpoena, or court
        order,
        Executive agrees to give Employer the maximum feasible prior written notice
        of
        the legal justifications and requirements for any proposed disclosure of
        such
        information so that Employer and/or the Company may object to such disclosure
        if
        appropriate.

       

      Executive
        further acknowledges, understands, and agrees that Executive has complied
        with
        Employer’s policies and his previous agreements with Employer regarding the
        protection of Company Information, that Executive has held such Information
        in
        trust and strict confidence, and that Executive will continue to do so according
        to the terms set forth in this Agreement.

       

      The
        restrictions on Executive’s use or disclosure of all Company Information, as set
        forth above, shall survive for a period of two (2) years after the Separation
        Date; provided however, that the restrictions on the use or disclosure of
        Trade
        Secrets shall survive beyond such two (2) year period for so long as such
        information qualifies as a Trade Secret under applicable law.

       

      In
        view
        of the nature of Executive’s employment and Company Information which Executive
        has received or created during the course of Executive’s employment, Executive
        likewise acknowledges, understands, and agrees that Employer and/or the Company
        would be irreparably harmed by any material violation, or threatened material
        violation of this Agreement by Executive and that, therefore, Employer and/or
        the Company shall be entitled to an injunction prohibiting Executive from
        any
        violation or threatened violation of this Agreement, and shall further be
        entitled to recover any damages proximately caused by such
        violation(s).  The undertakings set forth in this Section shall
        survive the termination of other arrangements contained in this
        Agreement.

       

      “Company
        Information” means Confidential Information and Trade Secrets of both Employer
        and the Company.  However, “Company Information” does not include any
        information which: (i) at the time of disclosure to Executive, was in the
        public domain or was already lawfully in Executive’s possession without a breach
        of duty owed to Employer or the Company; (ii) after disclosure to
        Executive, is published or otherwise becomes part of the public domain without
        a
        breach of duty owed to Employer and/or the Company and through no fault of
        Executive; or (iii) was received after disclosure to Executive from a third
        party who had a lawful right to and, without a breach of duty owed to Employer
        and/or the Company, did disclose such information to Executive.

       

      “Confidential
        Information” means any and all information of Employer and the Company other
        than Trade Secrets that has value and is not generally known to Employer’s or
        the Company’s competitors.  This includes any information about
        Employer’s and/or the Company’s loan, accounting, or financial practices or
        procedures; Employer’s and/or the Company’s operations; future plans; actual or
        potential customers, vendors and suppliers; and methods of doing
        business.

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Trade
        Secret” means information related to the business or services of Employer and/or
        the Company which: (i) derives independent actual or potential commercial
        value from not being generally known or readily ascertainable through
        independent development or reverse engineering by third parties who can obtain
        economic value from its disclosure or use; and (ii) is the subject of
        efforts by Employer and/or the Company and such third parties that are
        reasonable under the circumstances to maintain its secrecy.  Assuming
        the foregoing criteria in the immediately preceding clauses (i) and (ii)
        are met, Trade Secret includes business and technical information including,
        without limitation, designs, formulas, patterns, compilations, programs,
        devices, inventions, methods, techniques, drawings, processes, finances,
        and
        existing and future products and services of Employer and/or the
        Company.

       

      7.    Return
        of
        Company Materials and Property.  Executive
        acknowledges, understands, and agrees that as a result of Executive’s
        employment, Executive has had in Executive’s custody, possession, and/or control
        documents, data, materials, files, and other items that are the property
        of
        Employer, the Company, or its customers, including loan applications and
        portfolios and Company Information.  Executive agrees that to the
        extent Executive has not already done so, Executive will turn over to Employer’s
        Chief Financial Officer on or before the Effective Date, all files (including
        but not limited to loan files), memoranda, records, credit cards, manuals,
        computer equipment, computer software, pagers, personal data assistants
        (“PDAs”), cellular phones, facsimile machines, Company Information, and any
        other equipment or documents, all other property of similar type that Executive
        received from Employer or the Company and/or that Executive used in the course
        of Executive’s employment and that is the property of Employer, the Company, or
        its customers (including any electronic versions of such
        items).  Executive further agrees that after returning any electronic
        or physical versions of such items, Executive will permanently delete and
        destroy any remaining electronic versions or physical copies in Executive’s
        possession, custody, or control.  Executive further acknowledges,
        understands, and agrees that he is to return any computer and/or electronic
        equipment provided previously to him by Employer or the Company to the CFO
        without deleting or destroying any information thereon.

       

      Employer
        agrees to (i) return to Executive, no later than the Separation Date, any
        and
        all of Executive’s personal property and effects left by Executive on Employer’s
        premises (Six Concourse Parkway, Suite 2300, Atlanta, Georgia  30328)
        (“Premises”), or (ii) provide Executive access to Premises on or before the
        Separation Date for Executive to retrieve his personal property and
        effects.

       

      8.    Confidentiality
        of Agreement.  Executive acknowledges, understands, and agrees
        that Executive has kept and will keep the terms, amount, value, and nature
        of
        consideration paid to Executive, and the existence of this Agreement completely
        confidential, and that Executive will not hereafter disclose any information
        concerning this Agreement to anyone other than Executive’s immediate family,
        accountants, attorneys, and other professional representatives who will be
        informed of and bound by this confidentiality clause.

       

      9.    Non-Disparagement
        and Professionalism.  Executive
        acknowledges, understands, and agrees that Executive will not make or issue,
        or
        procure any person or entity to make or issue, any statement in any form
        (including but not limited to, statements to the media, on web-sites, via
        the
        internet, or in web “chat rooms”) concerning: (i) Employer, the Company, or any
        Released Party; (ii) Executive’s employment relationship with Employer
        and/or the Company; (iii) the termination of Executive’s employment
        relationship; or (iv) the termination of Executive as a director, to any
        person
        or entity if such statement is harmful to or disparaging of Employer, the
        Company, or any Released Party.

       

      10.           Age
        Discrimination In Employment Act.  Executive
        acknowledges, understands, and agrees that this Agreement and the termination
        of
        Executive’s employment and directorship and all actions taken in connection
        therewith are in compliance with the Age Discrimination in Employment Act
        (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) and that the
        releases set forth in Section 4 hereof shall be applicable, without limitation,
        to any claims brought under these Acts.  Executive further
        acknowledges, understands, and agrees that:

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (d)

              	
                the
                  release given by Executive in this Agreement is given solely in
                  exchange
                  for the consideration set forth in Section 3 of this Agreement
                  and such
                  consideration is in addition to anything of value which Executive
                  was
                  entitled to receive prior to entering into this Agreement;
                  

              


      

       

      
        	
                 

              	
                (e)

              	
                by
                  entering into this Agreement, Executive does not waive rights or
                  claims
                  that may arise after the date this Agreement is executed;
                  

              


      

       

      
        	
                 

              	
                (f)

              	
                Executive
                  has been advised to consult an attorney prior to entering into
                  this
                  Agreement, and this provision of this Agreement satisfies the requirement
                  of the OWBPA that Executive be so advised in writing;
                  

              


      

       

      
        	
                 

              	
                (g)

              	
                Executive
                  has been offered twenty-one (21) days from his receipt of this
                  Agreement
                  within which to consider this Agreement; and


              


      

       

      
        	
                 

              	
                (h)

              	
                for
                  a period of seven (7) days following Executive’s execution of this
                  Agreement, Executive may revoke this Agreement by delivering written
                  notice of such revocation to the Employer’s CFO and this Agreement shall
                  not become effective or enforceable until such seven (7) day period
                  has
                  expired (“Effective Date”). 

              


      

       

      11.           
        No
        Other Claims.  Executive
        acknowledges, understands, and agrees that Executive has not filed, nor assigned
        to others the right to file, nor are there pending, any complaints, charges,
        or
        lawsuits by or on behalf of Executive against Employer and/or the Company
        with
        any governmental agency or any court.  Executive further acknowledges,
        understands, and agrees that Executive will not purchase or acquire any Claim
        from a third party or be assigned any Claim by a third party against Employer
        and/or the Company on or after the Effective Date.

       

      12.           
        Indemnification
        for Breach of Agreement.  As further material inducement to
        Employer and the Company to enter into this Agreement, Executive hereby agrees
        to indemnify and hold each and all of the Released Parties harmless from
        and
        against any and all loss, costs, damages or expenses, including without
        limitation, attorneys’ fees incurred by Released Parties or by any of the
        Released Parties’ agents, representatives, or attorneys arising out of any
        breach of this Agreement by Executive or the fact that any acknowledgement,
        understanding, agreement, or representation made herein by Executive was
        false
        when made.

       

      13.           
        Acknowledgments.

       

      
        	
                 

              	
                (a)

              	
                Executive
                  acknowledges, understands, and agrees that Executive has been paid
                  in full
                  for all hours that Executive has worked for Employer and/or the
                  Company
                  and that Executive has been paid any and all compensation or bonuses
                  which
                  have been earned by Executive (whether under any employment agreement
                  or
                  otherwise) through the date of execution of this Agreement.
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                Executive
                  acknowledges, understands, and agrees that Executive is not eligible
                  for
                  or vested in any benefits under any salary continuation plan (or
                  SERP)
                  with Employer or the Company, and that he waives and releases all
                  claims
                  to file suit for same. 

              


      

       

      
        	
                 

              	
                (c)

              	
                Executive
                  acknowledges, understands, and agrees that Executive does not have
                  any
                  outstanding loans from or balances due to Employer and/or the
                  Company.

              	
                .
                  

              


      

       

      
        	
                 

              	
                (d)

              	
                Executive
                  acknowledges, understands, and agrees that Executive has been informed
                  of
                  Employer’s Family and Medical Leave Act (“FMLA”) policy and Executive’s
                  rights thereunder.  Executive acknowledges, understands, and
                  agrees that he has not been denied any FMLA leave, that he is not
                  currently requesting any FMLA leave, and that to the extent applicable,
                  he
                  has been returned to his same or a substantially similar job following
                  any
                  FMLA leave that he has taken. 

              


      

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (e)

              	
                Executive
                  acknowledges, understands, and agrees that Executive has no knowledge
                  of
                  any actions or inactions by any of the Released Parties or by Executive
                  that Executive believes could possibly constitute a basis for a
                  claimed
                  violation of any federal, state, or local law, any common law or
                  any rule
                  promulgated by an administrative body or banking authority.
                  

              


      

       

      
        	
                 

              	
                (f)

              	
                Executive
                  acknowledges, understands, and agrees that the consideration described
                  above in Section 3 of this Agreement is not required by Employer’s or the
                  Company’s policies and procedures or by any contracts between Executive
                  and Employer or Executive and the Company.  Executive further
                  acknowledges, understands, and agrees that Executive’s entitlement to
                  receive the consideration set forth in Section 3 is conditioned
                  upon
                  Executive’s execution and delivery of this Agreement and compliance with
                  the terms of this Agreement. 

              


      

       

      
        	
                 

              	
                (g)

              	
                Executive
                  acknowledges, understands, and agrees that in executing this Agreement
                  Executive does not rely, and has not relied, upon any representation
                  or
                  statement not set forth herein made by any of the Released Parties
                  or by
                  any of the Released Parties’ agents, representatives, or attorneys with
                  regard to the subject matter, basis, or effect of this Agreement
                  or
                  otherwise. 

              


      

       

      
        	
                 

              	
                (h)

              	
                Employer
                  and the Company advised Executive to consult with an attorney prior
                  to
                  executing this Agreement. Executive acknowledges, understands,
                  and agrees
                  that Executive has had the opportunity to consult counsel if Executive
                  chose to do so. Executive acknowledges, understands, and agrees
                  that
                  Executive is responsible for any costs and fees resulting from
                  Executive's
                  attorney participation in negotiating and/or reviewing this Agreement.
                  

              


      

       

      
        	
                 

              	
                (i)

              	
                Executive
                  acknowledges, understands, and agrees that neither Executive nor
                  his
                  heirs, executors, administrators, successors, or assigns shall
                  be entitled
                  to any personal recovery in any proceeding of any nature whatsoever
                  against Employer, the Company, or any Released Party arising out
                  of any of
                  the matters released in this Agreement.


              


      

       

      14.           
        Restrictive
        Covenants.

       

      (a)                 
        Agreement Not
        to
        Solicit Customers or Consultants.  Executive agrees that
        beginning immediately and continuing for a period of two (2) years from the
        Separation Date, Executive will not, either directly or indirectly, on
        Executive’s own behalf or in the service of or on behalf of others, solicit,
        divert, or appropriate or attempt to solicit, divert, or appropriate to any
        third party, any individual or entity which was an actual or actively sought
        prospective client, customer, or consultant of Employer and/or the Company
        and
        with whom Executive had material contact during his term of employment with
        Employer, for purposes of providing products or services that are competitive
        with those provided by Employer or the Company.

       

      (b)                 
        Agreement Not
        to
        Solicit Employees.  Executive agrees that beginning
        immediately, and continuing for a period of two (2) years from the Separation
        Date, Executive will not, either directly or indirectly, on his own behalf
        or in
        the service of or on behalf of others, solicit, divert, or hire, or attempt
        to
        solicit, divert, or hire, any person employed by Employer and/or the Company,
        and whom Executive supervised, either directly or indirectly, or hired on
        behalf
        of Employer and/or the Company, whether or not such employee is a full-time
        employee or a temporary employee of Employer and/or the Company and whether
        or
        not such employment is pursuant to written agreement and whether or not such
        employment is for a determined period or is at will.

       

      (c)                 
        Agreement Not
        to
        Compete.  Executive acknowledges that his specialized skills,
        abilities, and contacts have been important to the success of the Bank and
        the
        Company and that by reason of the character and nature of the Bank’s and the
        Company’s business activities and operations and the scope of the territory in
        which Executive performed the Services (as defined below) in order to protect
        the Bank’s and the Company’s legitimate business interests it is necessary for
        Executive to agree not to engage in certain specified activities in such
        territory for a certain period of time after his employment with the Bank
        and
        Company ends.  Therefore, for a period of two (2) years after the
        Separation Date, Executive will not directly or indirectly, within the Territory
        (as defined below), (i) for himself or (ii) as a consultant, independent
        contractor, manager, supervisor, employee, or owner of a Competing Business
        (as
        defined below), engage in any business in which he provides services which
        are
        the same as or substantially similar to the Services he provided for the
        Bank
        and/or the Company.  “Competing Business” shall mean any person,
        business, or entity who or which sells, markets, or distributes products
        and/or
        sells, furnishes, or provides services substantially the same as those sold,
        marketed, distributed, furnished, or supplied by the Bank and/or the Company
        during the term of Executive’s employment.  “Territory” shall mean the
        geographic area encompassed within a sixty (60) mile radius of the
        Premises.  “Services” shall mean the manager of the operations
        department of a Competing Business.

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      15.           
        Enforcement
        of Restrictive Covenants, Confidentiality and
        Non-Disparagement.

       

      (a)                 
        In the event any party breaches, or threatens to commit a breach of, any
        of the
        provisions of Sections 6, 9, or 14, the injured party shall have the right
        and
        remedy to enjoin, preliminarily and permanently, the other from violating
        or
        threatening to violate these sections and to have these sections specifically
        enforced by any court of competent jurisdiction, it being agreed that any
        breach
        or threatened breach of these sections would cause irreparable injury to
        the
        injured party and that monetary damages would not provide an adequate remedy
        to
        such party. Such right and remedy shall be in addition to, and not in lieu
        of,
        any other rights and remedies available to the injured party at law or in
        equity.

       

      (b)                 
        Executive acknowledges and agrees that the covenants contained in Sections
        6, 9,
        or 14 are reasonable and valid in time and scope and in all other respects.
        These covenants shall be considered and construed as separate and independent
        covenants. Should any part or provision of any covenant be held invalid,
        void,
        or unenforceable in any court of competent jurisdiction, such invalidity,
        voidness, or unenforceability shall not render invalid, void, or unenforceable
        any other part or provision of this Agreement. If any portion of the foregoing
        sections are found to be invalid or unenforceable by a court of competent
        jurisdiction because its duration, territory, definition of activities, or
        the
        definition of information covered is considered to be invalid or unreasonable
        in
        scope, the invalid or unreasonable term shall be redefined or a new enforceable
        term provided, such that the intent of Employer, the Company and Executive
        in
        agreeing to the provisions of this Agreement will not be impaired and the
        provision in question shall be enforceable to the fullest extent of the
        applicable laws.

       

      (c)                 
        In the event that the enforcement of any of the terms of this Agreement is
        sought in a court of competent jurisdiction, including any period during
        which a
        restrictive covenant is in force, and the protective restrictive covenant
        or
        term of the Agreement is held to be enforceable, the restrictive time period
        specified in the Agreement shall be deemed tolled upon the filing of the
        lawsuit
        seeking to enforce the Agreement until the dispute is finally resolved and
        all
        periods of appeal have expired.

       

      16.           
        Covenant
        Not to Sue.  Employer and the Company agree that neither
        Employer nor the Company will, after December 31, 2009 (a period two (2)
        years
        from the Separation Date), initiate or cause to be initiated any legal
        proceedings against Executive based upon or arising from Executive’s acts and/or
        omissions and/or alleged acts and/or omissions while Executive was employed
        by
        the Bank and/or the Company or serving as an officer and/or director of the
        Bank
        and/or the Company.  Executive understands, acknowledges, and agrees
        that nothing in this Section limits, compromises, or otherwise modifies either
        the Bank’s or the Company’s rights and/or obligations (i) to continue after
        December 31, 2009 any legal proceedings against Executive that were initiated
        by
        Employer and/or the Company on or before December 31, 2009 and/or in which
        Employer and/or the Company are involved prior to December 31, 2009; (ii)
        to
        initiate and/or pursue legal action against Executive on or before December
        31,
        2009 based upon or arising from Executive’s acts and/or omissions and/or
        Executive’s alleged acts and/or omissions while he was employed by the Bank
        and/or the Company or serving as an officer and/or director of the Bank and/or
        the Company; (iii)  to, at any time, initiate and/or pursue legal
        action against Executive based upon or arising from Executive’s acts and/or
        omissions and/or Executive’s alleged acts and/or omissions that occur or are
        alleged to have occurred after December 31, 2007 (whether or not such acts
        and/or omissions relate to his employment, officership, and/or directorship
        of
        the Bank and/or the Company and/or this Agreement); (iv) to, at any time,
        disclose suspected and/or actual improprieties and/or unlawful activity to
        shareholders and/or appropriate regulatory or governmental authorities,
        regardless of when such improprieties and/or unlawful activity (suspected
        or
        actual) took or are suspected of having taken place; and/or (v) to, at any
        time,
        cooperate with regulatory and/or other governmental authorities (including
        any
        court of competent jurisdiction) in any proceeding, investigation, and/or
        other
        legal action based upon or arising from Executive’s acts and/or omissions and/or
        alleged acts and/or omissions, regardless of when such acts and/or omissions
        (suspected or actual) took or are suspected of having taken place.

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      17.           
        Severability.  The
        provisions of
        this Agreement are severable, and if any paragraph, section, or part is found
        to
        be unenforceable, the remainder of the Agreement shall remain fully valid
        and
        enforceable.

       

      18.           
        Cooperation.  Executive
        agrees
        to cooperate fully with Employer and/or the Company with respect to: (i)
        any
        banking or regulatory matters or investigations; (ii) clients or customers
        of
        Employer and/or the Company; (iii) any employment or business issues; and
        (iv)
        any legal action against Employer and/or the Company, whether or not the
        issue
        with which Employer or the Company seek Executive’s cooperation concerns any
        aspect of Executive’s former employment.

       

      19.           
        Sole
        and
        Entire Agreement.  This Agreement
        sets forth the entire agreement between the parties hereto, and supersedes
        any
        and all prior agreements or understandings between the parties pertaining
        to the
        subject matter hereof.

       

      20.           
        Binding
        Effect; Assignment.  This Agreement
        shall be binding upon and inure to the benefit of the parties hereto and
        their
        respective heirs, representatives, successors, transferees, and permitted
        assigns.  This Agreement shall not be assignable by Executive but
        shall be freely assignable by Employer.

       

      21.           
        Governing
        Law.  This Agreement
        shall be interpreted under the laws of the State of Georgia.

       

      22.           
        Regulatory
        Approval.  The parties have entered into this Agreement in good
        faith, intending to be bound fully hereby.  Nonetheless, the parties
        acknowledge, understand, and agree that the Bank is a regulated entity and,
        to
        the extent any regulatory agency has the authority to review, disapprove,
        or
        void this Agreement, the parties agree to be bound thereby.

       

      23.           
        Knowledgeable
        Decision by Executive.  Executive
        acknowledges, understands, and agrees that Executive has read all the terms
        of
        this Agreement.  Executive understands the terms of this Agreement and
        understands that this Agreement releases forever Employer from any legal
        action,
        arising from Executive’s relationship with Employer and/or the Company as an
        employee and board member and the termination of the employment relationship
        between Executive and Employer and Executive and the
        Company.  Executive is signing and delivering this Agreement of
        Executive’s own free will in exchange for the consideration to be given to
        Executive.

       

      24.           
        Full
        and
        Careful Consideration.  Executive
        acknowledges, understands, and agrees that Executive may take the Agreement
        home
        and carefully consider all of its provisions before signing
        it.  Executive may take up to twenty-one (21) days to decide whether
        Executive wants to accept and sign this Agreement.  Executive
        acknowledges, understands, and agrees that if Executive signs this Agreement,
        Executive will then have an additional seven (7) days after Executive
        signs
        the Agreement in which to revoke it.  This Agreement will not be
        effective or enforceable, nor will any consideration be paid, until after
        the
        seven (7) day period has expired.  Executive is free, and encouraged,
        to discuss the contents and advisability of signing this Agreement with an
        attorney of Executive’s choosing.

       

      [The
        remainder of this page is intentionally blank]

       

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      25.           
        Effective
        Date.  This Agreement,
        consisting of 10 pages and 25 numbered sections shall become effective
        immediately following the seven (7) day revocation period set forth herein
        (the
“Effective Date”).  As of the Effective Date, if Executive has not
        revoked this Agreement, this Agreement shall be fully effective and
        enforceable.

       

      EXECUTIVE
        SHOULD READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT INCLUDES A
        RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AND CONTAINS RESTRICTIVE COVENANTS
        BARRING SPECIFIC ACTIVITIES.

      


      
        	
                December
                  18, 2007

              	 	
                /s/
                  Jeffrey L. Levine

              	 
	
                DATE

              	 	
                Jeffrey
                  L. Levine

              	 
	 	 	 	 
	
                December
                  20, 2007

              	 	
                Omni
                  National Bank

              	 
	
                DATE

              	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Irwin M. Berman

              	 
	 	 	
                Name: 
                  

              	
                Irwin
                  M. Berman

              	 
	 	 	
                Title:

              	
                President

              	 
	 	 	 	 
	
                December
                  20, 2007

              	 	
                Omni
                  Financial Services, Inc.

              	 
	
                DATE

              	 	 	 
	 	 	
                By:

              	
                /s
                  Irwin M. Berman

              	 
	 	 	
                Name: 
                  

              	
                Irwin
                  M. Berman

              	 
	 	 	
                Title:

              	
                President

              	 


      

      


      COUNSEL
        ATTESTS THAT HE HAS READ THE AGREEMENT CAREFULLY AND UNDERSTANDS THAT THE
        AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

      


      
        	
                Date:

              	
                December
                  18, 2007

              	 	
                /s/
                  Steven S. Dunlevie

              	 
	 	 	 	
                Steven
                  S. Dunlevie, Esq.

              	 
	 	 	 	
                Counsel
                  for Jeffrey L. Levine

              	 
	 	 	 	
                Womble,
                  Carlye, Sandridge & Rice, PLLC