Exhibit 10.1
    

    

    

    
      EXECUTIVE EMPLOYMENT AGREEMENT
    

    
      THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)
      is effective as of the 7th day of November, 2011 (the “Effective
      Date”), and is made by and between UNITED SECURITY
      BANCSHARES, INC., a Delaware corporation (“USB”); FIRST
      UNITED SECURITY BANK, an Alabama banking corporation (“FUSB”;
      USB and FUSB are hereinafter collectively referred to as the “Company”);
      and JAMES F. HOUSE, an individual resident of the State of
      Alabama (the “Executive”).
    

    
      WHEREAS, the Company desires to employ the Executive, and the Executive
      desires to be so employed, in each case, on the terms and conditions set
      forth herein.
    

    
      NOW, THEREFORE, in consideration of the foregoing premises and the
      mutual covenants and promises contained herein, and for other good and
      valuable consideration, the Company and the Executive hereby agree as
      follows:
    

    
      1.                      Agreement to Employ; No Conflicts
    

    
      Upon the terms and subject to the conditions of this Agreement, the
      Company hereby agrees to employ the Executive, and the Executive hereby
      accepts employment with the Company.  The Executive represents and
      warrants that he is not subject to any rule, regulation or agreement,
      including without limitation any non-compete agreement, that purports
      to, or that reasonably could be expected to, limit, restrict or
      interfere with his ability to carry out his duties or to engage in any
      activities incident to his position hereunder.
    

    
      2.                      Term; Position and Responsibilities
    

    
      (a)  Term.  Unless the Executive’s employment shall
      sooner terminate pursuant to Section 7 below, the Company agrees to
      employ the Executive for a term commencing on the Effective Date and
      ending thirty (30) months thereafter (the “Term”).  The
      period during which the Executive is employed pursuant to this Agreement
      shall be referred to as the “Employment Period.”  Unless
      the Executive’s employment has previously terminated, the parties will
      initiate  discussions at least twelve (12) months prior to the
      expiration of the Term about whether the Executive’s employment will be
      extended beyond the Term and, if so, the terms and conditions of such
      employment.
    

    
      (b)  Position and Responsibilities.  Under and subject
      to the terms and conditions of this Agreement, during the Employment
      Period, the Company shall employ the Executive, and the Executive shall
      serve the Company, as the President and Chief Executive Officer of each
      of USB and FUSB.  In his capacity as President and Chief Executive
      Officer, he shall have such duties and responsibilities as are normally
      inherent in such capacities in financial institutions of similar size
      and character to the Company, including without limitation
      responsibility for all operations of the Company and for supervising and
      controlling all of the day-to-day business and affairs of the Company
      and the performance by all of its other officers of their respective
      duties, and such other duties consistent with the Executive’s position
      that the Board of Directors of USB (the “Board”) specifies
      from time to time.  Without limiting the foregoing, the Executive shall
      diligently follow and implement all lawful management policies and
      decisions communicated by the Board and shall timely prepare and forward
      to the Board all reports and accountings as may be requested.  Except
      for time spent performing services for any charitable, religious or
      community organizations that do not interfere with the performance of
      the Executive’s duties hereunder, the Executive shall use his best
      efforts in, and devote his entire skill, knowledge, business time,
      attention and energy to, the Company’s business and shall not conduct
      any other activities for pecuniary gain or that are or may be
      detrimental to the Company’s business or interests.  The foregoing,
      however, shall not be construed as preventing the Executive from
      investing assets in such form or manner as will not require his services
      in the daily operations of the affairs of the companies in which such
      investments are made.  The Executive covenants, warrants and represents
      that he shall devote his full and best efforts to the fulfillment of his
      employment obligations and shall exercise the highest degree of loyalty
      and the highest standards of conduct in the performance of his
      duties.  The Executive agrees to conduct himself in a manner consistent
      with the best interests of the Company and to comply with all of the
      rules, regulations and policies of the Company now or hereinafter in
      effect.  The principal place of the Executive’s employment shall be the
      Company’s principal executive offices, which are currently located in
      Thomasville, Alabama; provided, however, that the Executive may be
      required to travel on Company business.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)  Board of Directors.  As soon as practicable after
      the Effective Date, the Company shall appoint or elect the Executive, as
      the case may be, to serve as a member of the Board of Directors of each
      of USB and FUSB, and the Company and the Executive shall thereupon enter
      into an indemnification agreement on the same terms and conditions as
      the indemnification agreement in place as of the Effective Date with the
      other members of the Board.  Thereafter, for each annual meeting of
      stockholders that occurs during the Employment Period, USB will (i)
      elect the Executive to serve as a member of the Board of Directors of
      FUSB and (ii) include the Executive in its recommended slate of nominees
      for election as a Director of USB, subject in all events, however, to
      the Company’s corporate governance guidelines and practices in effect
      from time to time.  Upon such appointments and elections, the Executive
      agrees to serve as a member of the Board of Directors of each of USB and
      FUSB during the Employment Period.
    

    
      3.                      Base Salary
    

    
      As compensation for the services performed by the Executive during the
      Employment Period, the Company shall pay the Executive a base salary at
      an annualized rate of $275,000, payable in periodic installments on the
      Company’s regular payroll dates. The Board or its designee will review
      the Executive’s base salary annually during the Employment Period and,
      in its sole discretion, may increase (but not decrease) such base salary
      from time to time. The annual base salary payable to the Executive under
      this Section 3, as the same may be increased from time to time, shall
      hereinafter be referred to as the “Base Salary.”
    

    
      4.                      Equity Compensation
    

    
      In consideration of the Executive entering into this Agreement and as an
      inducement to join the Company, (a) the Company will make a one-time
      grant of 5,000 fully-vested shares of USB’s common stock to the
      Executive as soon as practicable following the Effective Date, subject
      to the completion and execution by the Executive of such additional
      documents and agreements as the Company may request in connection with
      such grant in order to comply with applicable laws, and (b) the
      Executive will be eligible to receive up to an additional 5,000 shares
      of USB’s common stock during the Employment Period, subject to
      compliance with applicable laws, receipt of any required approvals and
      documentation, continued employment and attainment of criteria to be
      established by the Board (or its designee) in consultation with, and
      that is reasonably acceptable to, the Executive.
    

    
      
        

        

      

      
        
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      5.                      Employee Benefits; Perquisites
    

    
      (a)       Benefits.  During
      the Employment Period, the Executive (and, to the extent eligible, the
      Executive’s dependents and beneficiaries) will be eligible to
      participate in any defined contribution plan, any insurance program and
      any medical and other health benefit plan, in each case, sponsored by
      the Company for its employees on terms and conditions set forth in such
      programs and plans (as amended from time to time), subject to the
      eligibility and participation requirements of such plans.   The
      Executive shall not be entitled to any payments or benefits other than
      those provided under this Agreement or as otherwise required by
      applicable law.
    

    
      (b)       Vacation.  During
      the Employment Period, the Executive is entitled to three (3) weeks of
      paid vacation days per full calendar year in accordance with the
      Company’s vacation policies in effect from time to time.
    

    
      (c)       Life Insurance.  During
      the Employment Period, the Company agrees to provide term life insurance
      coverage for the Executive in the amount of $250,000, payable to such
      beneficiary or beneficiaries as the Executive may designate (the “Life
      Policy”).  If the life insurance coverage provided for under this
      Section 5(c) cannot be obtained with a premium based on a standard or
      better risk classification with respect to the Executive, the Company
      shall only be obligated to provide such insurance coverage if the
      Executive (at his election) pays the portion of the premium in excess of
      the premium based on a standard classification.
    

    
      (d)       Automobile.  The
      Company will provide the Executive with an automobile of a make and
      model to be determined by the Company and shall pay or reimburse the
      Executive for all reasonable expenses incurred in operating such
      automobile, all in a manner consistent with the Company’s general
      policies regarding the provision of automobiles for eligible
      executives.  Not less frequently than annually, the Executive will make
      a good faith allocation between business and personal use of such
      vehicle as required by the Internal Revenue Service.
    

    
      (e)       Relocation.  The
      Executive shall use commercially reasonable efforts to relocate to
      Thomasville, Alabama, as soon as possible after the Effective Date. The
      Company shall reimburse the documented costs of (i) up to $50,000 of
      real estate commissions and reasonable closing costs paid in connection
      with the sale of the Executive’s principal residence in Birmingham,
      Alabama, (ii) reasonable closing costs paid in connection with the
      purchase of a principal residence in Thomasville, Alabama, and (iii) the
      reasonable cost of transporting the Executive’s household items from
      Birmingham, Alabama, to Thomasville, Alabama.  The Company will also
      provide (or reimburse the reasonable rent of) temporary housing in
      Thomasville, Alabama, until the earlier of (x) the date on which the
      Executive has sold his principal residence in Birmingham, Alabama, or
      (y) the first (1st) anniversary of the Effective Date.  The
      Company shall report and withhold upon the amount of these
      reimbursements to the extent required by law.
    

    
      
        

        

      

      
        
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      (f)       Legal Fees. The
      Company shall reimburse the Executive for his reasonable legal fees
      incurred in negotiating and drafting this Agreement up to a maximum of
      $2,500, provided that any such payment shall be made on or before March
      15 of the calendar year immediately following the Effective Date.
    

    
      (g)       Right to Change Plans.  The
      Company shall not be obligated to institute, maintain or refrain from
      changing, amending or discontinuing any benefit plan, program or
      perquisite.
    

    
      6.                      Expenses
    

    
      The Company shall reimburse the Executive for ordinary and necessary
      reasonable travel, lodging, meal and other reasonable expenses incurred
      by the Executive in connection with the Executive’s performance of
      services hereunder upon submission of evidence, satisfactory to the
      Company, of the incurrence and purpose of each such expense and
      otherwise in accordance with the Company’s expense substantiation policy
      applicable to its employees as in effect from time to time.
    

    
      7.                      Termination of Employment
    

    
      (a)  Termination Due to Death or Disability. If the
      Executive’s employment hereunder terminates due to Executive’s death or
      is terminated by the Company due to the Executive’s Disability, the
      Executive shall be entitled to receive only the payments or benefits
      specified in Sections 7(f)(ii) and 7(f)(iii) below.  For purposes of
      this Agreement, “Disability” shall mean a physical or
      mental disability that prevents the performance by the Executive of the
      Executive’s duties under this Agreement for a continuous period of 90
      days or longer, or for 180 days or more in any 12-month period, such
      Disability to be determined by the Board upon receipt and in reliance on
      competent medical advice from one or more individuals selected by the
      Executive or his representative who are qualified to provide such
      professional medical advice, and who are acceptable to the Board, which
      acceptance shall not be unreasonably withheld.
    

    
      (b)  Termination by the Company. The Company may
      terminate the Executive’s employment with the Company with or without
      Cause.  For purposes of this Agreement, “Cause”
      shall be determined by the Board (excluding the Executive) in the
      exercise of good faith and reasonable judgment and shall mean (i)
      failure of the Executive to perform his duties or responsibilities or to
      follow the lawful and reasonable direction of the Board of Directors of
      USB or FUSB, as the case may be (other than any such failure due to the
      Executive’s death or Disability); (ii) the Executive’s material
      violation of the written policies or procedures of USB or FUSB; (iii)
      the Executive’s engaging in fraud, willful misconduct, dishonesty or any
      other knowing or willful conduct that has caused or is reasonably
      expected to result in material injury or reputational harm to USB, FUSB
      or any of their respective affiliates; (iv) any breach by the Executive
      of any fiduciary duty owed to USB, FUSB or any of their respective
      affiliates; (v) the Executive’s commission of, or entering a plea of
      guilty or nolo contendere to, (A) a crime that constitutes a felony in
      the jurisdiction involved or (B) a misdemeanor involving moral
      turpitude, deceit, dishonesty or fraud; (vi) any material breach by the
      Executive of any of his obligations under this Agreement or under any
      other written agreement or covenant with USB, FUSB or any of their
      respective affiliates; (vii) the Executive’s misappropriation, theft or
      embezzlement of funds or property; (viii) the Executive’s
      insubordination or gross negligence in connection with his employment or
      the performance of his duties; (ix) the Executive’s knowing or
      intentional failure or unwillingness to cooperate with any internal
      investigation or investigation by regulatory or law enforcement
      authorities, or knowing or intentional destruction or failure to
      preserve documents or other materials relevant to such investigation, or
      the knowing or intentional inducement of others to fail to cooperate or
      to produce documents or other materials in connection with such
      investigation; or (x) the Executive’s violation of federal or state
      banking laws or suspension or removal by any federal or state banking
      regulator.  Except in the event of a failure, violation or breach which,
      by its nature, cannot reasonably be expected to be cured, if a
      termination for Cause is based on items (i), (ii) or (vi) above, the
      Board shall not make any such determination without first providing the
      Executive with a written notice of the reason(s) that the Board believes
      Cause exists and giving the Executive at least 30 days within which to
      cure or to take substantial steps to cure or remediate the results or
      actions underlying or constituting Cause; provided however, that, if the
      Board reasonably expects irreparable injury from a delay of 30 days, the
      Board may give the Executive notice of such shorter period within which
      to cure as is reasonable under the circumstances.
    

    
      
        

        

      

      
        
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      (c)  Termination by the Executive. The Executive may
      terminate the Executive’s employment with the Company with or without
      Good Reason.  “Good Reason” shall mean a
      termination by the Executive of the Executive’s employment hereunder if
      (i) any of the following events occurs without the Executive’s prior
      written consent; (ii) such event is not cured within 30 days after the
      Executive gives written notice to the Company describing such event in
      detail and demanding cure; (iii) such cure notice is given within 90
      days after the Executive learns of the occurrence of such event; and
      (iv) the Date of Termination (as defined below) occurs within 10 days
      after the expiration of any cure right: (A) an assignment of duties to
      the Executive that are materially inconsistent with and demonstrably
      inferior to the Executive’s position set forth in Section 2(b) above, or
      (B) a material decrease in Base Salary, or (C) a material breach of this
      Agreement by the Company.
    

    
      (d)  Notice of Termination. Any termination of the
      Executive’s employment prior to the natural expiration of the Term by
      the Company pursuant to Section 7(a) (other than in the event of
      Executive’s death) or Section 7(b), or by the Executive pursuant to
      Section 7(c), shall be communicated by a written Notice of Termination
      addressed to the other party to this Agreement. A “Notice of
      Termination” shall mean a notice stating that the Executive’s
      employment with the Company has been or will be terminated and the
      specific provisions of this Section 7 under which such termination is
      being effected. In the event of a termination by the Executive without
      Good Reason under Section 7(c) above, the Notice of Termination must be
      provided to the Company at least 30 days prior to the effective date of
      such termination.
    

    
      (e)  Date of Termination. As used in this Agreement,
      the term “Date of Termination” shall mean (i) if the
      Executive’s employment is terminated by the Executive’s death, the date
      of the Executive’s death; (ii) if the Executive’s employment is
      terminated for any other reason prior to the natural expiration of the
      Term, the latest of (A) the date on which the Notice of Termination is
      given, (B) the date on which any applicable cure period expires, and (C)
      the date of termination specified in such notice, which shall not be
      more than 30 days (or 90 days in the event of a termination by the
      Executive without Good Reason) after the date of such notice; provided,
      however, that in the event of a termination by the Executive without
      Good Reason, the Company may elect, at its sole option, to have the
      termination effective prior to the expiration of the required 30-day
      notice period; or (iii) if the Executive’s employment terminates upon
      the natural expiration of the Term or under any circumstances not
      covered by items (i) or (ii) above, the date on which such employment
      actually terminates.
    

    
      
        

        

      

      
        
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      (f)  Payment Upon Termination.
    

    
      (i)  Termination Without Cause or for Good Reason. If,
      prior to the natural expiration of the Term, (A) the Company terminates
      the Executive’s employment without Cause or (B) the Executive terminates
      his employment for Good Reason, then, subject to the execution and
      delivery by the Executive of a general release of all claims in form and
      substance reasonably satisfactory to the Company within 21 days
      following the Date of Termination:
    

    
      (1)       the Company shall pay to the Executive any accrued and unpaid
      Base Salary earned through the Date of Termination, which shall be paid
      within 45 days after the Date of Termination (or, if such day is not a
      business day, the next business day after such day); and
    

    
      (2)       as liquidated damages in respect of claims based on provisions
      of this Agreement, (A) the Company shall make a one-time lump sum
      payment to the Executive within 30 days of the Date of Termination in an
      amount equal to the greater of (x) one (1) times the Base Salary or (y)
      the amount of Base Salary that otherwise would have been payable to the
      Executive during the remainder of the Term had his employment continued
      until the natural expiration of the Term, and (B) if the Executive
      continues to participate in the Company’s group medical plan by electing
      COBRA health continuation coverage, the Company shall reimburse any
      premiums paid by the Executive for such coverage during the period
      beginning on the Date of Termination and ending on the earlier of the
      conclusion of the Severance Period (defined below) or the expiration of
      the COBRA health continuation coverage period under the Company’s group
      health plan; provided, however, that the Company obligation to reimburse
      such COBRA payments will immediately cease if the Executive becomes
      eligible for any health benefits pursuant to the Medicare program or a
      subsequent employer’s plan, or as otherwise permitted or required under
      COBRA regulations.  The payments and reimbursements provided for in (A)
      and (B) above are collectively referred to as the “Severance
      Payment.”  The “Severance Period” is
      the period beginning on the Date of Termination and ending on the later
      of the first anniversary thereof or the date on which the Term would
      have expired if the Executive’s employment had not terminated in advance.
    

    
      (ii)  Termination For Any Other Reason.  If (A) the
      Executive’s employment  terminates for any reason other than those
      specified in Section 7(f)(i) above or Section 8 below prior to the
      natural expiration of the Term, or (B) the Executive’s employment
      terminates upon the natural expiration of the Term, then the Company
      shall pay the Executive on the tenth day after the Date of Termination
      (or, if such day is not a business day, the next business day after such
      day) any accrued and unpaid Base Salary earned through the Date of
      Termination.  The Executive shall not be entitled to any additional or
      other amounts from the Company.
    

    
      
        

        

      

      
        
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      (iii)  Effect of Termination on Other Plans and Programs.
      If the Executive’s employment with the Company terminates for any
      reason, the Executive shall be entitled to receive all vested amounts
      payable and vested benefits accrued under any otherwise applicable plan,
      policy, program or practice of the Company in which the Executive was a
      participant immediately prior to the Date of Termination in accordance
      with, and subject to, the terms thereof; provided, however, that if the
      Executive’s employment terminates without Cause or for Good Reason, the
      Executive (except to the extent that payment would be required to avoid
      a violation under Section 409A, as defined below) shall not be entitled
      to receive any payments or benefits under any such plan, policy, program
      or practice providing for any severance upon termination of employment,
      and the provisions of this Section 7(f) shall supersede the provisions
      of any such plan, policy, program or practice.  Upon any termination of
      the Executive’s employment, the Company will transfer ownership of the
      Life Policy to the Executive or his designee.
    

    
      (g)  Resignation Upon Termination. Effective as of any
      Date of Termination or otherwise as of the date of the Executive’s
      termination of employment with the Company, the Executive shall resign,
      in writing, from all positions that the Executive holds as an officer or
      member of the board of directors (or a committee thereof) with FUSB, USB
      or any of their respective affiliates, unless otherwise requested by the
      Company.
    

    
      (h)  Cessation of Professional Activity.
      Notwithstanding anything to the contrary contained in this Agreement, if
      a disciplinary matter arises that may, in the good faith estimation of
      the Board, form the basis of a termination of the Executive’s employment
      with Cause, then the Company may relieve the Executive of the
      Executive’s duties and responsibilities described in Section 2(b) above
      and require the Executive to immediately cease all professional activity
      on behalf of the Company, and such actions shall not constitute a
      termination of the Executive’s employment by the Company without Cause
      or provide grounds for the Executive to terminate for Good Reason;
      provided, however, that the Executive shall continue to receive the
      compensation and benefits specified herein during such period.
    

    
      8.                      Change in Control
    

    
      (a)  Change in Control Benefits.  If both (i) a Change
      in Control (as defined below) occurs during the Employment Period and
      (ii) within 6 months following such Change in Control the Executive,
      prior to the expiration of the Term, either (A) is terminated by the
      Company or its successor without Cause or (B) terminates his employment
      for Good Reason, then the Executive will be entitled to (x) a one-time
      lump sum payment, within 30 days of the Date of Termination, in an
      amount equal to the greater of two (2) times the Base Salary or two (2)
      times the  Annualized Compensation (defined below), and (y) if the
      Executive continues to participate in the Company’s group medical plan
      by electing COBRA health continuation coverage, reimbursement from the
      Company for any premiums paid by the Executive for such coverage
      throughout the period beginning on the Date of Termination and ending on
      the earlier of the second (2nd) anniversary thereof or the expiration of
      the COBRA health continuation coverage period under the Company’s group
      health plan; provided, however, that the Company obligation to reimburse
      such COBRA payments will immediately cease if the Executive becomes
      eligible for any health benefits pursuant to the Medicare program or a
      subsequent employer’s plan, or as otherwise permitted or required under
      COBRA regulations (collectively, (x) and (y) above are referred to as
      the “Change in Control Benefits”).  The Change in Control
      Benefits shall be in lieu of the Severance Payment that would otherwise
      be payable pursuant to Section 7(f)(i) above and shall be subject to the
      Executive’s execution and delivery of a general release of all claims in
      form and substance reasonably satisfactory to the Company or its
      successor within 21 days following the Date of Termination.  “Annualized
      Compensation” means the total amount earned by the Executive for
      personal service rendered to the Company as reported by the Company on
      Treasury Department Form W-2 for the Executive’s taxable year preceding
      the Executive’s taxable year in which the Date of Termination occurs,
      but excluding (1) relocation and moving expenses paid or reimbursed
      pursuant to this Agreement, (2) income included under Section 79 of the
      Internal Revenue Code of 1986, as amended, (3) income imputed to the
      Executive from personal use of employer-provided automobiles, and (4)
      income attributable to grants of, or dividends on, shares awarded by the
      Company.
    

    
      
        

        

      

      
        
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      (b)  Excise Taxes.  Prior to providing any Change in
      Control Benefits, the Company’s independent certified public accountants
      (the “Accountants”) will make a good faith determination of
      whether the Executive may be obligated to satisfy taxes (“Excise
      Taxes”) under Sections 280G and/or 4999 of the Internal Revenue Code
      of 1986, as amended, with respect to the aggregate value of the Change
      in Control Benefits and all other payments to the Executive in the
      nature of compensation that are contingent on a change in ownership or
      effective control of the Company or in the ownership of a substantial
      portion of the assets of the Company (the “Aggregate Benefits”).  If
      the Accountants determine that Excise Taxes will likely be due, the
      Aggregate Benefits will be reduced by the minimum amount necessary such
      that no Excise Taxes are due.  The amount of any such reduction will be
      determined in the reasonable discretion of the Company and/or the
      Accountants; provided, however, that the Executive shall be entitled to
      determine which portion(s) of the Aggregate Benefits are to be
      reduced.  Neither the Company nor the Accountants will have any
      liability for actions taken in compliance with these provisions.
    

    
      (c)  Definitions.  For purposes of this Agreement, a “Change
      in Control” shall be deemed to have occurred as of the first day
      that any one or more of the following conditions has been satisfied:
    

    
      (i)       any Person (other than (A) those Persons in control of USB as
      of the Effective Date, (B) a trustee or other fiduciary holding
      securities under an employee benefit plan of USB or FUSB, or (C) a
      corporation or holding company owned directly or indirectly by the
      shareholders of USB in substantially the same proportions as their
      ownership of stock of the USB) becomes the Beneficial Owner of
      securities of USB representing 51% or more of the combined voting power
      of USB’s then outstanding securities; or
    

    
      (ii)      consummation of the sale or disposition of all or
      substantially all of the assets of USB; or
    

    
      (iii)     consummation of a merger, consolidation or reorganization of
      USB with or involving any other corporation, other than a merger,
      consolidation or reorganization that results in the voting securities of
      USB outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) greater than 50% of the combined
      voting power of the voting securities of USB (or the surviving entity,
      or an entity that as a result of such transaction owns USB or other
      surviving entity or all or substantially all of USB’s assets either
      directly or through one or more subsidiaries) outstanding immediately
      after such merger, consolidation or reorganization.
    

    
      
        

        

      

      
        
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      For purposes of this Agreement, the following terms have the following
      meanings:
    

    
      “Beneficial Owner” shall have the meaning ascribed to such
      term in Rule 13d-3 of the General Rules and Regulations under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”).
    

    
      “Person” shall have the meaning ascribed to such term in
      Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
      thereof, including a “group” as defined in Section 13(d).
    

    
      9.                      Restrictive Covenants
    

    
      (a)  Unauthorized Disclosure. During the Employment
      Period and for 3 years following any termination or expiration thereof,
      without the prior written consent of the Company, except to the extent
      required by an order of a court having competent jurisdiction or under
      subpoena from an appropriate government agency, in which event, the
      Executive shall use the Executive’s best efforts to consult with the
      Company prior to responding to any such order or subpoena, and except as
      required in performance of the Executive’s duties hereunder, the
      Executive shall not use for the benefit of, or disclose to, any Person
      other than the Company any documents or information, whether written or
      not, that come into his possession or knowledge during his course of
      employment with the Company, including without limitation the identity,
      borrowing arrangements, financial and business conditions and goals and
      operations of customers of the Company and the Company’s business
      methods, business records, documentation, sales, services and techniques
      (collectively, “Confidential Information”), unless such
      Confidential Information has been previously disclosed to the public
      generally or is in the public domain, in each case, other than by reason
      of the Executive’s breach of this Section 9(a).
    

    
      (b)  Non-Competition.  During the period beginning on
      the Effective Date and ending 1 year after the termination of the
      Executive’s employment with the Company (the “Restriction
      Period”), other than on behalf of the Company, the Executive shall
      not, directly or indirectly, by or through any Person in any capacity
      (whether as a principal, employee, consultant, agent, lender, member,
      organizer or shareholder),  carry on or engage in the business of
      banking or any similar business (including without limitation any
      business that involves managing banks, accepting deposits and/or making,
      brokering, servicing or originating loans) in any County in the State of
      Alabama in which FUSB or any of its subsidiaries has an office or branch
      at such time.
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
      (c)  Non-Solicitation. During the Restriction Period,
      other than on behalf of the Company, the Executive shall not, directly
      or indirectly, for the Executive’s own account or for the account of any
      other Person (i) solicit, represent in any capacity (or otherwise be
      involved in any way), accept or transact any business with or from any
      Customers (as defined below) or prospective Customers that were
      Customers or prospective Customers at any time during the period within
      3 years prior to the Date of Termination, (ii) take any action
      reasonably likely to damage the business or prospects of the Company,
      including without limitation inducing or attempting to induce or
      encourage any of such Customers or prospective Customers to withdraw or
      fail to renew any business, or otherwise curtail, cancel or divert any
      business away from the Company, or (iii) solicit or hire (as an
      employee, independent contractor, consultant or otherwise) any person
      (or solicit or facilitate the employment (as an employee, independent
      contractor, consultant or otherwise) of any such person by another
      entity or person) who is employed or retained by the Company or who was
      employed or retained by the Company at any time during the period within
      12 months prior to the Date of Termination.  “Customers”
      shall include, without limitation, any and all customers, clients,
      depositors and borrowers of the Company or any of its affiliates.
    

    
      (d)  Return of Documents. In the event of the
      termination of the Executive’s employment, the Executive shall deliver
      to the Company (i) all property of the Company or any of its affiliates
      then in the Executive’s possession and (ii) all documents and data of
      any nature and in whatever medium of the Company or any of its
      affiliates, and the Executive shall not take with the Executive any such
      property, documents or data or any reproduction thereof, or any
      documents containing or pertaining to any Confidential Information.
    

    
      (e)  Non-Disparagement. The Executive will not, at any
      time during the Restriction Period, disparage the Company or any of its
      current, former or future directors, officers, management personnel or
      representatives.
    

    
      (f)  Tolling. If the Executive violates any of the
      provisions of Section 9(b) or (c) above, the period during which the
      covenants set forth therein shall apply shall be extended one day for
      each day in which a violation of such covenants occurs.  The purpose of
      this provision is to prevent the Executive from profiting from his own
      wrong if he violates such covenants.
    

    
      10.                    Certain Acknowledgments; Injunctive Relief
    

    
      (a)  Certain Acknowledgements. The Executive
      acknowledges and agrees that he will have a prominent role in the
      development of the goodwill of the Company and its affiliates, and has
      and will establish and develop relations and contacts with the principal
      business relationships of the Company and its affiliates in the State of
      Alabama, all of which constitute valuable goodwill of, and could be used
      by the Executive to compete unfairly with, the Company and its
      affiliates and that (i) in the course of the Executive’s employment with
      the Company, the Executive will obtain confidential and proprietary
      information and trade secrets concerning the business and operations of
      the Company and its affiliates that could be used to compete unfairly
      with the Company and its affiliates; (ii) the covenants and restrictions
      contained in Section 9 are intended to protect the legitimate interests
      of the Company and its affiliates in their respective goodwill, trade
      secrets and other confidential and proprietary information; (iii) the
      Executive desires to be bound by such covenants and restrictions; and
      (iv) the Executive agrees that the covenants in Section 9 are reasonable
      with respect to their duration, geographical area and scope.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
      (b)  Injunctive Relief. The Executive acknowledges and
      agrees that the covenants, obligations and agreements of the Executive
      contained in Section 9 relate to special, unique and extraordinary
      matters and that a material violation of any of the terms of such
      covenants, obligations or agreements will cause the Company and its
      affiliates irreparable injury for which adequate remedies are not
      available at law. Therefore, the Executive agrees that the Company shall
      be entitled to seek an injunction, restraining order or such other
      equitable relief (without the requirement to post bond) to restrain the
      Executive from committing any violation of such covenants, obligations
      or agreements. These injunctive remedies are cumulative and in addition
      to any other rights and remedies the Company and its affiliates may have.
    

    
      (c)  No Waiver. The existence of any claim, demand,
      action or cause of action by the Executive against the Company or any
      affiliate of the Company, whether predicated upon this Agreement or
      otherwise, shall not constitute a defense to the enforcement by the
      Company of any of its rights hereunder.  If after the Employment Period
      it has been judicially determined that the Executive breached any
      provisions of Section 9 above or of this Section 10, the Executive shall
      refund the cash portion of any Severance Payment amounts previously paid.
    

    
      11.                    Entire Agreement
    

    
      This Agreement constitutes the entire agreement between the Company and
      the Executive with respect to the subject matter hereof and supersedes
      all undertakings and agreements, whether oral or in writing, previously
      entered into by the Company and the Executive with respect thereto. All
      prior correspondence and proposals and all prior promises,
      representations, understandings, arrangements and agreements relating to
      such subject matter (including, but not limited to, those made to or
      with the Executive by any other Person) are merged herein and superseded
      hereby.
    

    
      12.                    General Provisions
    

    
      (a)  Binding Effect; Assignment.  This Agreement shall
      be binding on and inure to the benefit of the Company and its respective
      successors and permitted assigns. This Agreement shall also be binding
      on and inure to the benefit of the Executive and the Executive’s heirs,
      executors, administrators and legal representatives.  This Agreement
      shall not be assignable by any party hereto without the prior written
      consent of the other parties hereto, except the Company may effect such
      an assignment without prior written approval of the Executive upon the
      transfer of all or substantially all of its business and/or assets (by
      whatever means).
    

    
      (b)  Governing Law; Waiver of Jury Trial.
    

    
      (i)  Governing Law; Consent to Jurisdiction. This
      Agreement shall be governed in all respects, including as to
      interpretation, substantive effect and enforceability, by the internal
      laws of the State of Alabama, without regard to conflicts of laws
      provisions thereof that would require application of the laws of another
      jurisdiction other than those that mandatorily apply.  Each party hereby
      irrevocably submits to the jurisdiction of the state courts sitting in
      Clarke County, Alabama, and the federal courts of the United States
      located in the Southern District of Alabama, solely in respect of the
      interpretation and enforcement of the provisions of this Agreement and
      in respect of the transactions contemplated hereby.  Each party hereby
      waives and agrees not to assert, as a defense in any action, suit or
      proceeding for the interpretation and enforcement hereof, or in respect
      of any such transaction, that such action, suit or proceeding may not be
      brought or is not maintainable in such courts or that the venue thereof
      may not be appropriate or that this Agreement may not be enforced in or
      by such courts.  Each party hereby consents to and grants any such court
      jurisdiction over the person of such parties and over the subject matter
      of any such dispute and agrees that the mailing of process or other
      papers in connection with any such action or proceeding in the manner
      provided in Section 12(f) or in such other manner as may be permitted by
      law, shall be valid and sufficient service thereof.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      (ii)  Waiver of Jury Trial.  Each party acknowledges
      and agrees that any controversy that may arise under this Agreement is
      likely to involve complicated and difficult issues, and therefore each
      party hereby irrevocably and unconditionally waives any right that such
      party may have to a trial by jury in respect of any litigation directly
      or indirectly arising out of or relating to this Agreement, or the
      breach, termination or validity of this Agreement, or the transactions
      contemplated by this Agreement. Each party certifies and acknowledges
      that (A) no representative, agent or attorney of any other party has
      represented, expressly or otherwise, that such other party would not, in
      the event of litigation, seek to enforce the foregoing waiver; (B) each
      such party understands and has considered the implications of this
      waiver; (C) each such party makes this waiver voluntarily; and (D) each
      such party has been induced to enter into this Agreement by, among other
      things, the mutual waivers and certifications in this Section 12(b)(ii).
    

    
      (c)  Taxes. All amounts payable and benefits provided
      hereunder shall be subject to any and all applicable taxes, as required
      by applicable federal, state, local and foreign laws and regulations.
      The Company may withhold such taxes in accordance with customary payroll
      practices.  The Executive, and not the Company, shall be solely
      responsible for the payment when and as due of any and all taxes in
      connection with payments and benefits provided to the Executive by the
      Company, including without limitation all income taxes and any Excise
      Taxes that may be due, and no taxes shall be subject to payment or
      reimbursement by the Company.
    

    
      (d)  Amendments; Waiver.  No provision of this
      Agreement may be modified, waived or discharged unless such
      modification, waiver or discharge is approved by a Person authorized by
      the Company and is agreed to in writing by the Executive and, in the
      case of any such modification, waiver or discharge affecting the rights
      or obligations of the Company, is approved by a Person authorized
      thereby.  No waiver by any party hereto at any time of any breach by any
      other party hereto of, or compliance with, any condition or provision of
      this Agreement to be performed by such other party shall be deemed a
      waiver of similar or dissimilar provisions or conditions at the same or
      at any prior or subsequent time.  No waiver of any provision of this
      Agreement shall be implied from any course of dealing between or among
      the parties hereto or from any failure by any party hereto to assert its
      rights hereunder on any occasion or series of occasions.
    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      (e)  Legal Advice; Severability; Blue Pencil.  The
      Executive acknowledges that he has been advised to seek independent
      legal counsel for advice regarding the effect of the provisions of this
      Agreement and has either obtained such advice of independent legal
      counsel or has voluntarily and without compulsion elected to enter into
      and be bound by the terms of this Agreement without such advice of
      independent legal counsel.  If any one or more of the provisions of this
      Agreement shall be or become invalid, illegal or unenforceable in any
      respect, the validity, legality and enforceability of the remaining
      provisions contained herein shall not be affected thereby.  The
      Executive and the Company agree that the covenants contained in Section
      9 hereof are reasonable covenants under the circumstances, and further
      agree that if, in the opinion of any court of competent jurisdiction
      such covenants are not reasonable in any respect, such court shall have
      the right, power and authority to excise or modify such provision or
      provisions of these covenants as to the court shall appear not
      reasonable and to enforce the remainder of these covenants as so
      amended.  The parties agree that the scope of this Agreement is intended
      to extend to the Company the maximum protection permitted by law.
    

    
      (f)  Notices.  Any notices, requests, demands or other
      communications provided for by this Agreement shall be sufficient if in
      writing and if sent by registered or certified mail to the Executive at
      the last address on file with the Company or, in the case of the
      Company, to the Chairman of USB at the Company’s principal offices.
    

    
      (g)  Survival.  The Company and the Executive hereby
      agree that certain provisions of this Agreement, including, but not
      limited to, Sections 9, 10, 11 and 12, shall survive the termination or
      expiration of the Employment Period in accordance with their terms.
    

    
      (h)  Cooperation.  During and after the Employment
      Period, the Executive shall cooperate fully with the Company and its
      affiliates in the defense or prosecution of any claims or actions now in
      existence or that may be brought in the future against or on behalf of
      the Company or its affiliates or predecessors that relate to events or
      occurrences that transpired while the Executive was employed by the
      Company.  The Executive’s full cooperation in connection with such
      claims or actions shall include, but not be limited to, being available
      to meet with counsel to prepare for discovery or trial and to act as a
      witness on behalf of the Company or its affiliates or predecessors at
      mutually convenient times. During and after the Employment Period, the
      Executive also shall cooperate fully with the Company and its affiliates
      in connection with any investigation or review of any federal, state or
      local regulatory authority as any such investigation or review relates
      to events or occurrences that transpired while the Executive was
      employed by the Company. The Company shall reimburse the Executive for
      any reasonable out-of-pocket expenses, including reasonable legal fees,
      incurred in connection with the Executive’s performance of obligations
      pursuant to this Section 12(h).  Following the Employment Period, the
      Company will cooperate with the Executive to make accommodations so that
      his obligations under this Section 12(h) do not unreasonably interfere
      with the Executive’s other business obligations.
    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
      (i)  Section 409A. The parties intend that any amounts
      payable hereunder comply with or are exempt from Section 409A of the
      Internal Revenue Code of 1986, as amended (“Section 409A”)
      (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term
      deferrals”) and (b)(9) (“separation pay plans,”
      including the exceptions under subparagraph (iii) and subparagraph
      (v)(D)) and other applicable provisions of Treasury Regulation §§
      1.409A-1 through A-6).  Notwithstanding any provision of this Agreement
      to the contrary, if the Executive is a “specified employee” within the
      meaning of Section 409A, any amounts under this Agreement that are
      “deferred compensation” within the meaning of Section 409A shall not be
      made before the date that is six (6) months after the date of the
      Executive’s termination of employment, or if earlier, his date of
      death.  For purposes of Section 409A, each of the payments that may be
      made under this Agreement shall be deemed to be a separate payment for
      purposes of Section 409A. This Agreement shall be administered,
      interpreted and construed in a manner that does not result in the
      imposition of additional taxes, penalties or interest under Section
      409A. The Company and the Executive agree to negotiate in good faith to
      make amendments to this Agreement, as the parties mutually agree are
      necessary or desirable to avoid the imposition of taxes, penalties or
      interest under Section 409A. Notwithstanding the foregoing, the Company
      does not guarantee any particular tax effect, and the Executive shall be
      solely responsible and liable for the satisfaction of all taxes,
      penalties and interest that may be imposed on or for the account of the
      Executive in connection with this Agreement (including any taxes,
      penalties and interest under Section 409A), and neither the Company nor
      any of its affiliates shall have any obligation to indemnify or
      otherwise hold the Executive (or any beneficiary) harmless from any or
      all of such taxes, penalties or interest. With respect to the time of
      payments of any amounts under this Agreement that are “deferred
      compensation” subject to Section 409A, references in this Agreement to
      “termination of employment” (and substantially similar phrases) shall
      mean “separation from service” within the meaning of Section 409A.  For
      the avoidance of doubt, it is intended that any expense reimbursement
      made to the Executive hereunder shall be exempt from Section
      409A.  Notwithstanding the foregoing, if any expense reimbursement made
      hereunder shall be determined to be “deferred compensation” within the
      meaning of Section 409A, then (i) the amount of the expense
      reimbursement during one taxable year shall not affect the amount of the
      expense reimbursement during any other taxable year, (ii) the expense
      reimbursement shall be made on or before the last day of the Executive’s
      taxable year following the year in which the expense was incurred, and
      (iii) the right to expense reimbursement hereunder shall not be subject
      to liquidation or exchange for another benefit.
    

    
      (j)  Regulatory Matters.  The Company’s obligations
      under this Agreement are subject to the orders, rules and regulations of
      the federal and state banking regulators as may be in effect from time
      to time, including without limitation FDIC regulations governing golden
      parachute payments set forth at 12 CFR Part 359.  To the actual
      knowledge of the Company, it is not subject to the restrictions of 12
      CFR Part 359 as of the Effective Date.  If the Company is prevented from
      discharging its obligations hereunder as a result of any such orders,
      rules or regulations, the Company shall be released from its obligations
      and shall not be deemed to have breached this Agreement, to that extent.
    

    
      (k)  Clawback Provisions.  Notwithstanding any other
      provisions in this Agreement to the contrary, any incentive-based
      compensation, or any other compensation, paid to the Executive pursuant
      to this Agreement or any other agreement or arrangement with the Company
      that is subject to recovery under any law, government regulation or
      stock exchange listing requirement will be subject to such deductions
      and clawback as may be required to be made pursuant to such law,
      government regulation or stock exchange listing requirement (or any
      policy adopted by the Company to the extent it implements the
      requirements of any such law, government regulation or stock exchange
      listing requirement).
    

    
      (l)  Further Assurances.  Each party hereto agrees with
      the other party hereto that it will cooperate with such other party and
      will execute and deliver, or cause to be executed and delivered, all
      such other instruments and documents, and will take such other actions,
      as such other parties may reasonably request from time to time to
      effectuate the provisions and purpose of this Agreement.
    

    
      
        

        

      

      
        
          14
        

        
          


        

      

      
        

        

      

    

    
      (m)  Counterparts. This Agreement may be executed by
      facsimile, electronically transmitted signature and/or by “PDF,” and in
      any number of counterparts, each of which shall be deemed an original,
      but all of which together shall constitute one and the same instrument.
    

    
      (n)  Headings. The section and other headings contained
      in this Agreement are for the convenience of the parties only and are
      not intended to be a part hereof or to affect the meaning or
      interpretation hereof.
    

    

    

    
      -- Signature page follows --
    

    
      

      


    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, USB and FUSB have duly executed this Agreement by
      their authorized representatives, and the Executive has hereunto set the
      Executive’s hand, in each case effective as of the Effective Date.
    

    

    


    	
           
        	
          UNITED SECURITY BANCSHARES, INC.
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Hardie B. Kimbrough
          

        
	

        	

        	
          Hardie B. Kimbrough
        
	

        	

        	
           
        
	

        	
          
            Its:
          

        	
          
            Chairman of the Board of Directors
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          FIRST UNITED SECURITY BANK
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Hardie B. Kimbrough
          

        
	

        	

        	
          Hardie B. Kimbrough
        
	

        	

        	
           
        
	

        	
          
            Its:
          

        	
          
            Chairman of the Board of Directors
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          /s/ James F. House
        
	

        	
          James F. House
        


    

    

    

    
      
        

        

      

      
        
          16
        

        
          


        

      

      
        

        

      

    

    

    

    
      STATE OF ALABAMA   )
    

    
      CLARKE COUNTY         )
    

    
      I, the undersigned authority, a Notary Public in and for said County in
      said State, hereby certify that Hardie B. Kimbrough, whose name as
      Chairman of the Board of United Security Bancshares, Inc., a Delaware
      corporation, is signed to the foregoing instrument and who is known to
      me, acknowledged before me on this day that, being informed of the
      contents of said instrument, he, as such officer and with full
      authority, executed the same voluntarily for and as the act of said
      corporation.
    

    
      Given under my hand and official seal this the 7th day of November, 2011.
    

    

    


    	
           
        	
          /s/ Glenda Phillips
        
	

        	
           
        
	

        	
          Notary Public
        


    

    

    

    
      [NOTARIAL SEAL]
    


    	
           
        	
          My Commission Expires:
        	
          8-23-15
        


    

    

    

    
      
        

        

      

      
        
          17
        

        
          


        

      

      
        

        

      

    

    

    

    
      STATE OF ALABAMA   )
    

    
      CLARKE COUNTY         )
    

    
      I, the undersigned authority, a Notary Public in and for said County in
      said State, hereby certify that Hardie B. Kimbrough, whose name as
      Chairman of the Board of First United Security Bank, an Alabama banking
      corporation, is signed to the foregoing instrument and who is known to
      me, acknowledged before me on this day that, being informed of the
      contents of said instrument, he, as such officer and with full
      authority, executed the same voluntarily for and as the act of said
      corporation.
    

    
      Given under my hand and official seal this the 7th day of November, 2011.
    

    

    


    	
           
        	
          /s/ Glenda Phillips
        
	

        	
           
        
	

        	
          Notary Public
        


    

    

    

    
      [NOTARIAL SEAL]
    


    	
           
        	
          My Commission Expires:
        	
          8-23-15
        


    

    

    

    
      
        

        

      

      
        
          18
        

        
          


        

      

      
        

        

      

    

    

    

    
      STATE OF ALABAMA   )
    

    
      CLARKE COUNTY         )
    

    
      I, the undersigned authority, a Notary Public in and for said County in
      said State, do hereby certify that James F. House, whose name is signed
      to the foregoing instrument and who is known to me, acknowledged before
      me on this day that, being informed of the contents of said instrument,
      he executed the same voluntarily on the day the same bears date.
    

    
      Given under my hand and official seal this the 7th day of November, 2011.
    

    

    


    	
           
        	
          /s/ Glenda Phillips
        
	

        	
           
        
	

        	
          Notary Public
        


    

    

    

    
      [NOTARIAL SEAL]
    


    	
           
        	
          My Commission Expires:
        	
          8-23-15
        


    

    

    

    

    

    
      19