**Exhibit
      10.10**





**EMPLOYMENT
      AGREEMENT**





THIS
      AGREEMENT is made as of the 17th day of October, 2002, by and
      among SEASONS BANK (In Organization) (the “Bank”), an organizing state bank;
      SEASONS BANCSHARES, INC., a bank holding company incorporated under the laws
      of
      the State of Georgia (the “Company”) (collectively, the Bank and the Company are
      referred to hereinafter as the “Employer”), and NITA ELLIOTT, a resident of the
      State of **** Georgia
      (the “Executive”).





**RECITALS:**





The
      Employer desires to employ the Executive as Chief Financial Officer of the
      Bank
      and the Company and the Executive desires to accept such employment.





In
      consideration of the above premises and the mutual agreements hereinafter set
      forth, the parties hereby agree as follows:





**1.** **Definitions** .
      Whenever used in this Agreement, the following terms and their variant forms
      shall have the meaning set forth below:





**1.1** **“** **Agreement** **”** shall
      mean this Agreement and any exhibits incorporated herein together with any
      amendments hereto made in the manner described in this Agreement.





**1.2** **“** **Affiliate** **”** shall
      mean any business entity which controls the Company, is controlled by or is
      under common control with the Company.





**1.3** **“** **Area** **”** shall
      mean the geographic area within the boundaries of Union, Towns, and Fannin
      Counties in the State of Georgia, and Clay County in the State of North
      Carolina. It is the express intent of the parties that the Area as defined
      herein is the area where the Executive performs services on behalf of the
      Employer under this Agreement as of the Beginning Date.





**1.4** **“** **Beginning
      Date** **”** means
      November 1, 2002.





**1.5** **“** **Business
      of the Employer** **”** shall
      mean the business conducted by the Employer, which is the business of commercial
      banking.




**1.6** **“** **Cause** **”** shall
      mean:





1.6.1 With
      respect to termination by the Employer:





(a) A
      material breach of the terms of this Agreement by the Executive, including,
      without limitation, failure by the Executive to perform her duties and
      responsibilities in the manner and to the extent required under this Agreement,
      which remains uncured after the expiration of thirty (30) days following the
      delivery of written notice of such breach to the Executive by Employer. Such
      notice shall (i) specifically identify the duties that the Chief Executive
      Officer of either the Company or the Bank believes the Executive has failed
      to
      perform and (ii) state the facts upon which such Chief Executive Officer made
      such determination;








(b) Conduct
      by the Executive that amounts to fraud, dishonesty or willful misconduct in
      the
      performance of her duties and responsibilities hereunder;





(c) Arrest
      for, charged in relation to (by criminal information, indictment or otherwise),
      or conviction of the Executive during the Term of this Agreement of a crime
      involving breach of trust or moral turpitude;





(d) Conduct
      by the Executive that amounts to gross and willful insubordination or
      inattention to her duties and responsibilities hereunder;





(e) Conduct
      by the Executive that results in removal from her position as an officer or
      executive of Employer pursuant to a written order by any regulatory agency
      with
      authority or jurisdiction over Employer; or





(f) Failure
      by the Bank’s primary state and federal regulator to approve the Executive to
      serve as the Chief Financial Officer of the Bank.





1.6.2 With
      respect to termination by the Executive, a material diminution in the powers,
      responsibilities or duties of the Executive hereunder or a material breach
      of
      the terms of this Agreement by Employer, which remains uncured after the
      expiration of thirty (30) days following the delivery of written notice of
      such
      breach to Employer by the Executive.





**1.7** **“** **Change
      of Control** **”** means
      any one of the following events:





(a) the
      acquisition by any person or persons acting in concert of the then outstanding
      voting securities of either the Bank or the Company, if, after the transaction,
      the acquiring (or persons) owns, controls or holds with power to vote
      thirty-five percent (35%) **** or
      more
      of any class of voting securities of either the Bank or the Company, as the
      case
      may be;





(b) within
      any twelve-month period (beginning on or after the Beginning Date) the persons
      who were directors of either the Bank or the Company immediately before the
      beginning of such twelve-month period (the “Incumbent Directors”) shall cease to
      constitute at least a majority of such board of directors; provided that any
      director who was not a director as of the Beginning Date shall be deemed to
      be
      an Incumbent Director if that director were elected to such board of directors
      by, or on the recommendation of or with the approval of, at least two-thirds
      of
      the directors who then qualified as Incumbent Directors; and provided further
      that no director whose initial assumption of office is in connection with an
      actual or threatened election contest relating to the election of directors
      shall be deemed to be an Incumbent Director;


2





(c) a
      reorganization, merger or consolidation, with respect to which persons who
      were
      the stockholders of the Bank or the Company, as the case may be, immediately
      prior to such reorganization, merger or consolidation do not, immediately
      thereafter, own more than fifty percent (50%) of the combined voting power
      entitled to vote in the election of directors of the reorganized, merged or
      consolidated company’s then outstanding voting securities; or




(d) the
      sale,
      transfer or assignment of all or substantially all of the assets of the Company
      and its subsidiaries to any third party.





**1.8** **“** **Company
      Information** **”** means
      Confidential Information and Trade Secrets.





**1.9** **“** **Confidential
      Information** **”** means
      data and information relating to the business of the Bank or the Company (which
      does not rise to the status of a Trade Secret) which is or has been disclosed
      to
      the Executive or of which the Executive became aware as a consequence of or
      through the Executive’s relationship to the Employer and which has value to the
      Employer and is not generally known to its competitors. Confidential Information
      shall not include any data or information that has been voluntarily disclosed
      to
      the public by the Employer (except where such public disclosure has been made
      by
      the Executive without authorization) or that has been independently developed
      and disclosed by others, or that otherwise enters the public domain through
      lawful means.





**1.10** **“** **Disability** **”** shall
      mean the inability of the Executive to perform each of her material duties
      under
      this Agreement for the duration of the short-term disability period under the
      Employer’s policy then in effect as certified by a physician chosen by the
      Employer and reasonably acceptable to the Executive.





**1.11** **“** **Effective
      Date** **”** shall
      mean the date the Bank opens for business.





**1.12** **“** **Term** **”** shall
      mean that period of time commencing on the Beginning Date and running until
      (a)
      the close of business on the last business day immediately preceding the third
      anniversary of the thirtieth (30 th )
      day
      following the date any notice of non-renewal of the Agreement is received or
      (b)
      any earlier termination of employment of the Executive under this Agreement
      as
      provided for in Section 3.





**1.13** **“** **Trade
      Secrets** **”** means
      Employer information including, but not limited to, technical or nontechnical
      data, formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, financial plans, product plans or lists
      of
      actual or potential customers or suppliers which:





(a) derives
      economic value, actual or potential, from not being generally known to, and
      not
      being readily ascertainable by proper means by, other persons who can obtain
      economic value from its disclosure or use; and


3





(b) is
      the
      subject of efforts that are reasonable under the circumstances to maintain
      its
      secrecy.





**2.** **Duties** **.**





**2.1** **Position** **.** The
      Executive is employed as the Chief Financial Officer of the Bank and the
      Company, subject to the direction of the Chief Executive Officer of the Bank
      or
      the Company, and shall perform and discharge well and faithfully the duties
      which may be assigned to her from time to time by the Chief Executive Officer
      in
      connection with the conduct of the business of the Employer. The duties and
      responsibilities of the Executive are set forth on Exhibit A attached
      hereto.





**2.2** **Full-Time
      Status** **.** In
      addition to the duties and responsibilities specifically assigned to the
      Executive pursuant to Section 2.1 hereof, the Executive
      shall:





(a) devote
      substantially all of her time, energy and skill during regular business hours
      to
      the performance of the duties of her employment (reasonable vacations and
      reasonable absences due to illness excepted) and faithfully and industriously
      perform such duties;





(b) diligently
      follow and implement all reasonable and lawful financial management and
      oversight policies and decisions communicated to her by the Chief Executive
      Officer of the Bank and the Company; and





(c) timely
      prepare and forward to the Chief Executive Officer of the Bank and the Company
      all reports and accountings as may be requested of the Executive.





**2.3** **Permitted
      Activities** .
      The
      Executive shall devote her entire business time, attention and energies to
      the
      Business of the Employer and shall not during the Term be engaged (whether
      or
      not during normal business hours) in any other business or professional
      activity, whether or not such activity is pursued for gain, profit or other
      pecuniary advantage; but this shall not be construed as preventing the Executive
      from:





(a) investing
      her personal assets in businesses which (subject to clause (b) below) are not
      in
      competition with the Business of the Employer and which will not require any
      services on the part of the Executive in their operation or affairs and in
      which
      her participation is solely that of an investor;





(b) purchasing
      securities in any corporation whose securities are regularly traded provided
      that such purchase shall not result in her collectively owning beneficially
      at
      any time five percent (5%) or more of the equity securities of any business
      in
      competition with the Business of the Employer; and





(c) participating
      in civic and professional affairs and organizations and conferences, preparing
      or publishing papers or books or teaching so long as the Board of Directors
      of
      either the Bank or the Company approves of such activities prior to the
      Executive’s engaging in them.


4





**3.** **Term
      and Termination** .





**3.1** **Term** **.**  This
      Agreement shall remain in effect for the Term. While this Agreement remains
      in
      effect, it shall automatically renew each day after the Beginning Date such
      that
      the Term remains a three-year term from day-to-day hereafter unless any party
      gives written notice to the others of its intent that the automatic renewals
      shall cease. In the event such notice of non-extension is properly given, this
      Agreement and the Term shall expire on the third anniversary of the thirtieth
      (30 th )
      day
      following the date such written notice is received.





**3.2** **Termination** **.** During
      the Term, the employment of the Executive under this Agreement may be terminated
      only as follows:





3.2.1 By
      the
      Employer:





(a) In
      the
      event that the Company fails to raise the necessary capital required to open
      the
      Bank, and should the Company’s or the Bank’s Board of Directors decide to forgo
      future efforts to open the Bank, in which event the Employer shall be required
      to continue to meet its obligation to the Executive under Section 4.1 for six
      (6) months following the effective date of the decision not to open the
      Bank;





(b) For
      Cause, upon written notice to the Executive pursuant to Section 1.6.1 hereof
      in
      which event the Employer shall have no further obligation to the Executive
      except for payment of any amounts due and owing under Sections 4.1 and 4.2;





(c) Without
      Cause at any time, provided that the Company or the Bank shall give the
      Executive thirty (30) days prior written notice of its intent to terminate,
      in
      which event the Employer shall be required to continue to meet its obligations
      to the Executive under Section 4.1 for a period equal to twelve (12) months
      following the effective date of termination; or





(d) Upon
      the
      Disability of the Executive at any time, provided that the Employer shall give
      the Executive thirty (30) days prior written notice of its intent to terminate,
      in which event, the Employer shall be required to continue to meet its
      obligations to the Executive under Section 4.1 for six (6) months following
      the
      effective date of termination or until **** the
      Executive begins receiving payments under the Company’s long-term disability
      policy, whichever occurs first.





3.2.2 By
      the
      Executive:





(a) For
      Cause, upon written notice to the Employer pursuant to Section 1.6.2, in which
      event the Employer shall be required to continue to meet its obligations to
      the
      Executive under Sections 4.1 and 4.2 for a period equal to twelve (12) months
      following the effective date of termination; or


5





(b) Without
      Cause or upon the Disability of the Executive, provided that the Executive
      shall
      give the Employer sixty (60) days prior written notice of her intent to
      terminate, in which event the Employer shall have no further obligation to
      the
      Executive except for payment of any amounts due and owing under Sections 4.1
      and
      4.2.





3.2.3 At
      any
      time upon mutual, written agreement of the parties, in which event the Employer
      shall have no further obligation to the Executive except for payment of any
      amounts due and owing under Sections 4.1 and 4.2.





3.2.4 Notwithstanding
      anything in this Agreement to the contrary, the Term shall end automatically
      upon the Executive’s death, in which event the Employer shall have no further
      obligation to the Executive’s estate except for payment of any amounts due and
      owing under Sections 4.1 and 4.2.





**3.3** **Change
      of Control** **.** If the
      Executive terminates her employment with the Employer under this Agreement
      for
      any reason within six (6) months following a Change of Control, the Executive,
      or in the event of her subsequent death, her designated beneficiaries or her
      estate, as the case may be, shall receive, as liquidated damages, in lieu of
      all
      other claims, a severance payment equal to two (2) times the Executive’s then
      current Base Salary to be paid in full on the last day of the month following
      the date of termination. In no event shall the payment(s) described in this
      Section 3.3 exceed the amount permitted by Section 280G of the Internal Revenue
      Code, as amended (the “Code”). Therefore, if the aggregate present value
      (determined as of the date of the Change of Control in accordance with the
      provisions of Section 280G of the Code) of both the severance payment and all
      other payments to the Executive in the nature of compensation which are
      contingent on a change in ownership or effective control of the Bank or the
      Company or in the ownership of a substantial portion of the assets of the Bank
      or the Company (the “Aggregate Severance”) would result in a “parachute
      payment,” as defined under Section 280G of the Code, then the Aggregate
      Severance shall not be greater than an amount equal to 2.99 multiplied by
      Executive’s “base amount” for the “base period,” as those terms are defined
      under Section 280G. In the event the Aggregate Severance is required to be
      reduced pursuant to this Section 3.3, the Executive shall be entitled to
      determine which portions of the Aggregate Severance are to be reduced so that
      the Aggregate Severance satisfies the limit set forth in the preceding sentence.
      Notwithstanding any provision in this Agreement, if the Executive may exercise
      her right to terminate employment under this Section 3.3 or under Section
      3.2.2(a), the Executive may choose which provision shall be
      applicable.





**3.4** **Effect
      of Termination** **.** Upon
      termination of the Executive’s employment hereunder for any reason, the Employer
      shall have no further obligations to the Executive or the Executive’s estate
      with respect to this Agreement, except for the payment of salary and bonus
      amounts, if any, accrued pursuant to Sections 4.1 and 4.2 hereof and unpaid
      as
      of the effective date of the termination of employment and payments set forth
      in
      Sections 3.2.1(a), (c) or (d); Section 3.2.2(a); and/or Section 3.3 as
      applicable. Nothing contained herein shall limit or impinge upon any other
      rights or remedies of the Employer or the Executive under any other agreement
      or
      plan to which the Executive is a party or of which the Executive is a
      beneficiary.


6





**4.** **Compensation** .
      The
      Executive shall receive the following salary and benefits during the Term,
      except as otherwise provided below:





**4.1** **Base
      Salary** .
      Initially, the Executive shall be compensated at a base rate of $75,000 per
      year
      (the “Base Salary”). The obligation for payment of Base Salary shall be
      apportioned between the Company and the Bank as they may agree from time to
      time
      in their sole discretion. The Executive’s Base Salary shall be reviewed by the
      Board of Directors of the Company and the Bank at least annually, and the
      Executive shall be entitled to receive annual increases in such amount, if
      any,
      as may be determined jointly by the Board of Directors of the Company and the
      Bank based on their respective evaluations of Executive’s performance. Base
      Salary shall be payable in accordance with the Employer’s normal payroll
      practices.





**4.2** **Incentive
      Compensation** **.**  Initially,
      the Executive shall be eligible for an annual bonus, if any, as determined
      by
      the Board of Directors of the Company or the Bank pursuant to any incentive
      compensation program as may be adopted from time to time by the Company or
      the
      Bank. Commencing with the first fiscal month in which the Bank attains pretax
      profits, as determined by the Board of Directors of the Bank, the Executive
      shall be eligible for an annual bonus in an amount equal to ten percent (10%)
      of
      the Executive’s Base Salary. At such time as the Bank attains cumulative
      profitability, as determined by the Board of Directors of the Bank, the
      Executive shall be eligible for an annual bonus in an amount equal to fifteen
      percent (15%) of the Executive’s Base Salary. Notwithstanding the foregoing, the
      Executive shall only receive a bonus if the Bank has a CAMELS rating of 1 or
      2
      for the year in which the bonus will be paid and the overall financial condition
      of the Bank, including its asset quality, will not be adversely affected by
      payment of such bonus.




**4.3** **Stock
      Options** **.** The
      Company will grant to the Executive pursuant to its stock incentive plan an
      incentive stock option to purchase a number of shares of the Company’s common
      stock with a value equal to $10,000, determined as of the grant date. The option
      generally will become vested and exercisable in one-third increments, commencing
      on the first anniversary of the option grant date and continuing for the next
      two (2) successive anniversaries until the option is fully vested and
      exercisable. **** Upon
      a
      Change of Control, the option will become fully vested and exercisable, subject
      to restrictions as may be imposed by the Bank’s primary regulator. The option
      shall expire generally upon the earliest of (i) three (3) months following
      the
      Executive’s termination of employment; (ii) one (1) year following the
      Executive’s termination of employment due to death or disability; or (iii) the
      tenth anniversary of the option grant date. The option will be issued by the
      Employer pursuant to the Company’s stock incentive plan and subject to the terms
      of a related stock option agreement.





**4.4** **Health
      Insurance** **.** The
      Employer shall reimburse the Executive for one-half (1⁄2) of the cost of premium
      payments paid by the Executive for the Executive’s current health insurance
      covering the Executive and the members of her immediate family until the first
      to occur of the following:


7





(a) such
      time
      as the Company and/or the Bank adopts a health insurance plan for employees
      of
      the Company and/or the Bank;





(b) the
      Company and the Bank abandon their organizational efforts; or





(c) twelve
      (12) months after the Beginning Date.





**4.5** **Relocation
      Expenses** **.** The
      Employer agrees to reimburse the Executive for all reasonable and necessary
      moving expenses incurred in connection with the Executive’s relocation to the
      Blairsville, Georgia area in an amount not to exceed $3,000. In addition, for
      a
      period of six (6) months following the Beginning Date, the Employer will
      reimburse the Executive for reasonable travel and lodging expenses incurred
      by
      the Executive for purposes of commuting to Blairsville, Georgia not to exceed
      $500 per month. As a condition to reimbursement pursuant to this Section 4.5,
      the Executive shall submit verification of the nature and amount of such
      expenses in accordance with reimbursement policies from time to time adopted
      by
      the Employer and in sufficient detail to comply with rules and regulations
      promulgated by the Internal Revenue Service.




**4.6** **Business
      Expenses; Memberships** **.** The
      Employer specifically agrees to reimburse the Executive for:





(a) reasonable
      and necessary business (including travel) expenses incurred by her in the
      performance of her duties hereunder, as approved by the Chief Executive Officer
      of either the Bank or the Company; and





(b) beginning
      as of the Effective Date, the dues and business related expenditures, including
      initiation fees, associated with membership in a single civic association as
      selected by the Executive and in professional associations which are
      commensurate with her position;





provided,
      however, that the Executive shall, as a condition of reimbursement, submit
      verification of the nature and amount of such expenses in accordance with
      reimbursement policies from time to time adopted by the Employer and in
      sufficient detail to comply with rules and regulations promulgated by the
      Internal Revenue Service.





**4.7** **Vacation** **.** On a
      non-cumulative basis, the Executive shall initially be entitled to two (2)
      weeks
      of vacation in each successive twelve-month period during the Term. Beginning
      with the twelve-month period that commences immediately following the date
      the
      Bank attains cumulative profitability, as determined by the Board of Directors
      of the Bank, the Executive shall be entitled to three (3) weeks of vacation
      in
      each successive twelve-month period thereafter during the Term. During all
      vacations, Executive’s compensation shall be paid in full.





**4.8** **Life
      Insurance** **.** Beginning as of the Effective Date, the Employer will provide the Executive
      with
      term life insurance coverage similar to term life insurance coverage as may
      be
      available to other executives of the Company or the Bank similarly situated
      to
      the Executive. Any death benefit offered under such coverage shall be payable
      to
      such beneficiary or beneficiaries as the Executive may
      designate.


8




**4.9** **Long-Term
      Disability Insurance** **.** Beginning as of the Effective Date, the Employer will provide the Executive
      with
      long-term disability insurance coverage having a primary benefit equal to up
      to
      sixty percent (60%) of the Executive’s Base Salary until such time as the
      Executive attains age 67.




**4.10** **Benefits** **.** In
      addition to the benefits specifically described in this Agreement, the Executive
      shall be entitled to such benefits as may be available from time to time to
      executives of the Company and the Bank similarly situated to the Executive.
      All
      such benefits shall be awarded and administered in accordance with the
      Employer’s standard policies and practices. Such benefits may include, by way of
      example only, profit-sharing or retirement plans, dental, and health, disability
      insurance benefits and such other benefits as the Employer deems appropriate.





**4.11** **Withholding** **.** The
      Employer may deduct from each payment of compensation hereunder all amounts
      required to be deducted and withheld in accordance with applicable federal
      and
      state income tax, FICA and other withholding requirements.





**5.** **Company
      Information** .





**5.1** **Ownership
      of Company Information** **.** All
      Company Information received or developed by the Executive while employed by
      the
      Employer will remain the sole and exclusive property of the
      Employer.





**5.2** **Obligations
      of the Executive** **.** The
      Executive agrees:





(a) to
      hold
      Company Information in strictest confidence;





(b) not
      to
      use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company
      Information or any physical embodiments of Company Information; and





(c) in
      any
      event, not to take any action causing or fail to take any action necessary
      in
      order to prevent any Company Information from losing its character or ceasing
      to
      qualify as Confidential Information or a Trade Secret.





In
      the
      event that the Executive is required by law to disclose any Company Information,
      the Executive will not make such disclosure unless (and then only to the extent
      that) the Executive has been advised by independent legal counsel that such
      disclosure is required by law and then only after prior written notice is given
      to the Company when the Executive becomes aware that such disclosure has been
      requested and is required by law. This Section 5 shall survive for a period
      of
      twelve (12) months following termination of this Agreement for any reason with
      respect to Confidential Information, and shall survive termination of this
      Agreement for any reason for so long as is permitted by applicable law, with
      respect to Trade Secrets.


9





**5.3** **Delivery
      upon Request or Termination** **.** Upon
      request by the Employer, and in any event upon termination of her employment
      with the Employer, the Executive will promptly deliver to the Employer all
      property belonging to the Employer, including, without limitation, all Company
      Information then in her possession or control.





**6.** **Non-Competition** **.** The
      Executive agrees that during her employment by the Employer hereunder and,
      in
      the event of her termination:





·
              by
                  the Employer for Cause or without Cause pursuant to either Section
                  3.2.1(b) and (c),


·
            by
                the Executive without Cause pursuant to Section 3.2.2(b), or


·
            by
                the Executive in connection with a Change of Control pursuant to
                Section
                3.3,





for
      a
      period of twelve (12) months thereafter, she will not (except on behalf of
      or
      with the prior written consent of the Employer), within the Area, either
      directly or indirectly, on her own behalf or in the service or on behalf of
      others, as an executive employee or in any other capacity which involves duties
      and responsibilities similar to those undertaken for the Employer (including
      as
      an organizer or proposed executive officer of a new financial institution),
      engage in any business which is the same as or essentially the same as the
      Business of the Employer.





**7.** **Non-Solicitation
      of Customers** **.** The
      Executive agrees that during her employment by the Employer hereunder and,
      in
      the event of her termination:





·
            by
                the Employer for Cause or without Cause pursuant to either Section
                3.2.1(b) and (c),


·
            by
                the Executive without Cause pursuant to Section 3.2.2(b), or


·
            by
                the Executive in connection with a Change of Control pursuant to
                Section
                3.3,





for
      a
      period of twelve (12) months thereafter, she will not (except on behalf of
      or
      with the prior written consent of the Employer), within the Area, on her own
      behalf or in the service or on behalf of others, solicit, divert or appropriate
      or attempt to solicit, divert or appropriate, any business from any of the
      Employer’s customers, including actively sought prospective customers, with whom
      the Executive has or had material contact during the last two (2) years of
      her
      employment, for purposes of providing products or services that are competitive
      with the Business of the Employer.





**8.** **Non-Solicitation
      of Employees** **.** The
      Executive agrees that during her employment by the Employer hereunder and,
      in
      the event of her termination:





·
            by
                the Employer for Cause or without Cause pursuant to either Section
                3.2.1(b) and (c),


·
            by
                the Executive without Cause pursuant to Section 3.2.2(b), or


·
            by
                the Executive in connection with a Change of Control pursuant to
                Section
                3.3,





for
      a
      period of twelve (12) months thereafter, she will not, within the Area, on
      her
      own behalf or in the service or on behalf of others, solicit, recruit or hire
      away or attempt to solicit, recruit or hire away, any employee of the Employer
      or its Affiliates to another person or entity providing products or services
      that are competitive with the Business of the Employer, whether or
      not:


10





·
            such
                employee is a full-time employee or a temporary employee of the Employer
                or its Affiliates,


·
            such
                employment is pursuant to written agreement, and


·
            such
                employment is for a determined period or is at
                will.





**9.** **Remedies** .
      The
      Executive agrees that the covenants contained in Sections 5 through 8 of this
      Agreement are of the essence of this Agreement; that each of the covenants
      is
      reasonable and necessary to protect the business, interests and properties
      of
      the Employer, and that irreparable loss and damage will be suffered by the
      Employer should she breach any of the covenants. Therefore, the Executive agrees
      and consents that, in addition to all the remedies provided by law or in equity,
      the Employer shall be entitled to a temporary restraining order and temporary
      and permanent injunctions to prevent a breach or contemplated breach of any
      of
      the covenants. The Employer and the Executive agree that all remedies available
      to the Employer or the Executive, as applicable, shall be
      cumulative.





**10.** **Severability** .
      The
      parties agree that each of the provisions included in this Agreement is
      separate, distinct and severable from the other provisions of this Agreement
      and
      that the invalidity or unenforceability of any Agreement provision shall not
      affect the validity or enforceability of any other provision of this Agreement.
      Further, if any provision of this Agreement is ruled invalid or unenforceable
      by
      a court of competent jurisdiction because of a conflict between the provision
      and any applicable law or public policy, the provision shall be redrawn to
      make
      the provision consistent with and valid and enforceable under the law or public
      policy.





**11.** **No
      Set-Off by the Executive** .
      The
      existence of any claim, demand, action or cause of action by the Executive
      against the Employer, or any Affiliate of the Employer, whether predicated
      upon
      this Agreement or otherwise, shall not constitute a defense to the enforcement
      by the Employer of any of its rights hereunder.





**12.** **Notice** .
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and, if mailed by prepaid first-class mail or certified
      mail, return receipt requested, shall be deemed to have been received on the
      earlier of the date shown on the receipt or three (3) business days after the
      postmarked date thereof. In addition, notices hereunder may be delivered by
      hand
      or overnight courier, in which event the notice shall be deemed effective when
      delivered. All notices and other communications under this Agreement shall
      be
      given to the parties hereto at the following addresses:





(i)
            If
                to the Company, to it at:





Seasons
      Bancshares, Inc.


199
      D
      Highway 515


Blairsville,
      Georgia 30512





(ii)
            If
                to the Bank, to it at:





Seasons
      Bank


199
      D
      Highway 515


Blairsville,
      Georgia 30512





(iii)
            If
                to the Executive, to her at:





Nita
      Elliott


1747
      Kelvin Drive


Lawrenceville,
      Georgia 30043


11





**13.** **Assignment** .
      Neither
      party hereto may assign or delegate this Agreement or any of its rights and
      obligations hereunder without the written consent of the other party to this
      Agreement.





**14.** **Waiver** .
      A
      waiver by one party to this Agreement of any breach of this Agreement by the
      other party to this Agreement shall not be effective unless in writing, and
      no
      waiver shall operate or be construed as a waiver of the same or another breach
      on a subsequent occasion.





**15.** **Arbitration** .
      Any
      controversy or claim arising out of or relating to this contract, or the breach
      thereof, shall be settled by binding arbitration in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association. Judgment
      upon the award rendered by the arbitrator may be entered only in the State
      Court
      of Georgia or the federal court for the Northern District of Georgia. The
      Employer and the Executive agree to share equally the fees and expenses
      associated with the arbitration proceedings. **Executive
      must initial here: N.E.**





**16.** **Attorneys’
      Fees** .
      In the
      event that the parties have complied with this Agreement with respect to
      arbitration of disputes and litigation ensues between the parties concerning
      the
      enforcement of an arbitration award, the party prevailing in such litigation
      shall be entitled to receive from the other party all reasonable costs and
      expenses, including without limitation attorneys’ fees, incurred by the
      prevailing party in connection with such litigation, and the other party shall
      pay such costs and expenses to the prevailing party promptly upon demand by
      the
      prevailing party.





**17.** **Applicable
      Law** .
      This
      Agreement shall be construed and enforced under and in accordance with the
      laws
      of the State of Georgia.





**18.** **Interpretation** .
      Words
      importing any gender include all genders. Words importing the singular form
      shall include the plural and vice versa. The terms “herein”, “hereunder”,
“hereby”, “hereto”, “hereof” and any similar terms refer to this Agreement. Any
      captions, titles or headings preceding the text of any article, section or
      subsection herein are solely for convenience of reference and shall not
      constitute part of this Agreement or affect its meaning, construction or
      effect.





**19.** **Entire
      Agreement** .
      This
      Agreement embodies the entire and final agreement of the parties on the subject
      matter stated in this Agreement. No amendment or modification of this Agreement
      shall be valid or binding upon the Employer or the Executive unless made in
      writing and signed by both parties. All prior understandings and agreements
      relating to the subject matter of this Agreement are hereby expressly
      terminated.


12





**20.** **Rights
      of Third Parties** .
      Nothing
      herein expressed is intended to or shall be construed to confer upon or give
      to
      any person, firm or other entity, other than the parties hereto and their
      permitted assigns, any rights or remedies under or by reason of this Agreement.





**21.** **Survival** .
      The
      obligations of the Executive pursuant to Sections 5, 6, 7, 8 and 9 shall survive
      the termination of the employment of the Executive hereunder for the period
      designated under each of those respective sections.





**22.** **Joint
      and Several** .
      The
      obligations of the Bank and the Company to Executive hereunder shall be joint
      and several.






(Remainder
      of Page Intentionally Left Blank)






13





**IN
      WITNESS WHEREOF** ,
      the
      Employer and the Executive have executed and delivered this Agreement as of
      the
      date first shown above.




THE
                  BANK:**SEASONS
                  BANK (In Organization)**By:
              /s/
                David K. GeorgePrint
                  Name:
              David
                K. GeorgeTitle:
              PresidentTHE
                  COMPANY:**SEASONS
                  BANCSHARES, INC.**By:
              /s/
                David K. GeorgePrint
                  Name:
              David
                K. GeorgeTitle:
              PresidentTHE
                  EXECUTIVE:/s/
                Nita Elliott**NITA
                  ELLIOTT**




14





Exhibit
      A





Position
      Description





**CHIEF
      FINANCIAL OFFICER**




Function :





Has
      overall responsibility for the Bank’s fiscal record keeping. Maintains cash
      accounts, oversees budget preparation, regulatory agency reporting, and
      shareholder reporting. Prepares financial and other reports on a periodic basis
      for the Board and Senior Management.





Areas
      of Accountability :





Operations :





1.
            Responsible
                for due from and due to banking activities including balance levels
                and
                incoming and outgoing wire transfers. Also, manages the Bank’s daily
                reserve and cash position.





2.
            Responsible
                for the accounts payable function of the
                Bank.





3.
            Keeps
                informed of new developments in technology and ideas affecting the
                overall
                operating efficiency of the Bank.





4.
            Establishes
                goals and objectives to ensure customer satisfaction, employee
                productivity and efficient operation of the Bank to include assisting
                with
                customer issues.





5.
            Has
                overall responsibility for maintaining appropriate risk tolerance
                levels
                to include final approval and override authority on requests made
                by
                officers of the Bank for payment of NSF items, overdrafts, and cash
                items.
                Also responsible for the identification of kite suspects and the
                review of
                items drawn against uncollected
                funds.





6.
            Responsible
                for the overall leadership of the teller and customer service employees
                to
                include hiring, development, performance reviews and termination,
                if
                necessary. This would include training in the Bank’s culture and policies
                and ongoing communication of any relative
                information.





7.
            Keeps
                informed of new and pending laws and regulations affecting the Bank’s
                policies and procedures.





8.
            Responsible
                for all deposit operation functions to include item processing, courier
                services, and data processing.




Exhibit
          A
          - Page 1 of 2





9.
            Responsible
                for loan operations backroom





10.
            Serves
                as the Bank’s CRA Officer and, as such, formulates and maintains a program
                designed to ensure optimum compliance with the Community Reinvestment
                Act
                (CRA) and the Home Mortgage Disclosure Act
                (HMDA).





11.
            Supervises
                human resource administration.





Compliance :





1.
            Manage
                the audit functions to ensure proper operational and functional controls,
                and adherence to corporate policies and
                procedures.





2.
            Coordinates
                all regulatory examinations and audit and accounting
                work.





3.
            Establishes
                and implements all operating procedures to insure proper internal
                controls.





4.
            Develops,
                implements, and maintains an effective compliance program to insure
                that
                the Bank is in full compliance with all applicable laws and
                regulations.





5.
            Acts
                as the Bank’s Security Officer to insure compliance with the requirements
                of the Bank Security Act.





Financial
      Reports and Planning :





1.
            Responsible
                for the preparation of financial statements, including balance sheets,
                profit and loss statements, and statements of sources and uses of
                funds as
                required by external auditors, the SEC, the OCC, and other regulatory
                agencies.





2.
            Manages
                the accounting practices of the Bank, keeping proper ledger records
                in
                order to determine an accurate financial
                picture.





3.
            Responsible
                for the preparation of financial reports which monitor asset/liability
                management and interest rate risk. These monthly reports should include
                at
                a minimum the Bank’s liquidity position and liquidity ratios, net interest
                margin, deposit and loan volume trends, interest rates, and an inventory
                of securities.





4.
            Along
                with the CEO, manages the Bank’s investment portfolio to maximize yield
                and insure adequate liquidity. This includes proper pledging of securities
                for public funds.





5.
            Develops,
                implements, and controls the profit plan including the tax planning
                for
                the year in order to maximize cash management and funds available
                for
                investment. Also, analyzes results compared to the profit plan to
                identify
                potential problems and develops possible revenue producing
                strategies.






Exhibit
      A
      - Page 2 of 2