Exhibit 10.12


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT is made as of the 30th day of March,
2010, by and among ATLANTIC SOUTHERN FINANCIAL GROUP, INC., a bank holding
company incorporated under the laws of the State of Georgia (the “Company”),
ATLANTIC SOUTHERN BANK, a bank chartered under the laws of the State of Georgia
(the “Bank”) (collectively, the Bank and the Company are referred to hereafter
as the “Employer”), and EDWARD P. LOOMIS, JR., a resident of the State of
Georgia (the “Employee”).


 


RECITALS:


 


WHEREAS, the Employer
desires to employ the Employee as Chief Executive Officer and President of the
Bank;


 


WHEREAS, the Employee
desires to accept employment as the Chief Executive Officer and President of
the Bank; and


 


WHEREAS, the parties
understand that this Agreement remains subject to the final decision of the
Federal Deposit Insurance Corporation (“FDIC”) not to disapprove the employment
of Employee as the Chief Executive Officer and/or President of the Bank.


 


NOW
THEREFORE, in consideration of 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          “Affiliate” shall mean any
business entity which controls the Company, is controlled by or is under common
control with the Company.


 


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


 


1.3          “Area” shall mean the
geographic area within the boundaries of Bibb, Chatham, Crawford, Effingham,
Glynn, Houston, Lowndes, McIntosh and Peach Counties, Georgia.  It is the express intent of the Parties that
the Area as defined herein is the area where the Employee performs services on
behalf of the Employer under this Agreement.


 


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


 


1.5          “Cause” shall mean:


 


1.5.1        With respect to termination by the Employer:


 

















 


(a)           A material breach of the terms of this Agreement by
the Employee, including, without limitation, failure by the Employee to perform
his 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 Employee by the
Board of Directors of the Bank;


 


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


 


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


 


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


 


(e)           The receipt, after the effective date of this
Agreement, of any form of notice, written or otherwise, that any regulatory
agency having jurisdiction over the Employer intends to institute any form of
formal or informal regulatory action against the Employee or the Employer,
provided that the Board of Directors of the Bank determines in good faith that
such action involves acts or omissions by or under the supervision of the
Employee or that termination of the Employee could materially assist the
Employer in avoiding or reducing the restrictions or adverse effects to the
Employer related to the regulatory action.


 


1.5.2        With respect to termination by the Employee, a
material diminution in the powers, responsibilities or duties of the Employee
hereunder or a material breach of the terms of this Agreement by the Employer;
provided, however, that for a termination of employment by the Employee to be
for Cause, the Employee must notify the Employer in writing of the event giving
rise to Cause within thirty (30) days following the occurrence of the event (or
if later the Employee’s knowledge of occurrence of the event), the event must
remain uncured after the expiration of thirty (30) days following the delivery
of written notice of such event to the Employer by the Employee, and the
Employee must resign effective no later than sixty (60) days following the
Employer’s failure to cure the event.


 


1.6          “Competing
Business” shall mean any business, other than the Employer,
engaged in the Business of the Employer.


 


1.7          “Confidential
Information” means data and information relating to the Business
of the Employer (which does not rise to the status of a Trade Secret) which is
or has been disclosed to the Employee or of which the Employee became aware as
a consequence of or through the Employee’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 


 


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public
disclosure has been made by the Employee without authorization) or that has
been independently developed and disclosed by others, or that otherwise enters
the public domain through lawful means.


 


1.8          “Disability
Period” means a period, beginning
on the date the Employer determines that the Employee is subject to a Permanent
Disability and ending on the earlier of the date the Employee begins receiving
income replacement benefits under any long term disability plan or policy
maintained by the Employer or the date that is six (6) months after such
determination, during which the Employee remains subject to a Permanent
Disability.”


 


1.9          “Effective
Date” shall mean March 30, 2010.


 


1.10        “Employer
Information” means Confidential Information and Trade Secrets.


 


1.11        “Initial
Term” shall mean that period of time commencing on the
Effective Date and running until the earlier of the close of business on the
last business day immediately preceding the second anniversary of the Effective
Date or any termination of employment of the Employee under this Agreement as
provided for in Section 3.


 


1.12        “Permanent
Disability” shall mean the total inability of the Employee to
perform his duties under this Agreement as certified by a physician chosen by
the Employer for the duration of the short-term disability period under the
Employer’s policy then in effect or, if no such policy is then in effect, under
the Employer’s policy most recently in effect.


 


1.13        “Separation
from Service” shall mean a termination of the Employee’s
employment with the Employer and all affiliated companies that, together with
the Employer, constitute the “service recipient” within the meaning of Code Section 409A
and the regulations thereunder that constitutes a “separation from service”
within the meaning of Code Section 409A and the regulations thereunder.


 


1.14        “Term” shall mean the
Initial Term and all subsequent renewal periods.


 


1.15        “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
(b) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.


 


2.             Duties.


 


2.1          Position.  The Employee is employed as
the Chief Executive Officer and President of the Bank and, subject to the
direction of the Board of Directors of the Bank, shall perform and discharge
well and faithfully the duties which may be assigned to him from time to time.


 


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2.2          Full-Time
Status. 
In addition to the duties and responsibilities specifically assigned to
the Employee pursuant to Section 2.1 hereof, the Employee shall:  (a) devote substantially all of his
time, energy and skill during regular business hours to the performance of the
duties of his employment (reasonable vacations and reasonable absences due to
illness excepted) and faithfully and industriously perform such duties; (b) diligently
follow and implement all management policies and decisions communicated to him
by the Board of Directors of the Bank; and (c) timely prepare and forward
to the Board of Directors of the Bank all reports and accounting as may be requested
of the Employee.


 


2.3          Permitted
Activities.  The Employee shall devote his 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 Employee from (a) investing his 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 Employee in their operation or affairs and in which
his 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 him 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 the
Bank approves of such activities prior to the Employee’s engaging in them.


 


3.             Term and
Termination.


 


3.1          Term.  This Agreement shall remain in
effect for the Term.  If the Agreement is
in effect at the end of the Initial Term, the Term shall be renewed
automatically for successive twelve-month periods unless and until one party
gives written notice to the other of its or his intent not to extend this
Agreement with such written notice to be given not less than ninety (90) days
prior to the end of the Initial Term or any such twelve-month period.  In the event
such notice of non-extension is properly given, this Agreement shall terminate
at the end of the remaining Term then in effect, subject to earlier termination
in connection with the termination of the Employee’s employment pursuant
to Section 3.2 hereof.


 


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


 


3.2.1        By the Employer:


 


(a)           Upon the Employer’s receipt of notice, written or
otherwise, from the FDIC to the effect that it disapproves of the Employee’s
continuing employment as the President and/or Chief Executive Officer of the
Bank;


 


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(b)           For Cause upon written notice to the Employee
pursuant to Section 1.5.1 hereof; or


 


(c)           Upon the Permanent Disability of Employee at any
time.


 


3.2.2        By the Employee:


 


(a)           For Cause, upon written notice to the Employer
pursuant to Section 1.5.2 hereof; or


 


(b)           Without Cause, provided that the Employee shall give
the Employer sixty (60) days’ prior written notice of his intent to terminate.


 


3.2.3        At any time
upon mutual, written agreement of the parties.


 


3.2.4        Upon expiration of the Term.


 


3.2.5        Notwithstanding anything in this Agreement to the
contrary, the Term shall end automatically upon the Employee’s death.


 


3.3          Effect
of Termination.


 


3.3.1        Upon termination of the Employee’s employment
hereunder for any reason, the Employer shall have no further obligation to the
Employee or the Employee’s estate with respect to this Agreement, except for the
payment of any amounts earned and unpaid under Section 4 on the effective
date of termination of employment and any obligations reflected by the terms of
the retirement arrangement contemplated by Section 4.4.


 


3.3.2        Termination of
the employment of the Employee pursuant to Section 3 shall be without
prejudice to any right or claim which may have previously accrued to either the
Employer or the Employee hereunder and shall not terminate, alter, supersede or
otherwise affect the terms and covenants and the rights and duties prescribed
in this Agreement.


 


3.3.3        Notwithstanding
any provision in the Agreement to the contrary, to the extent necessary to
avoid the imposition of tax on the Employee under Code Section 409A, any
payments that are otherwise payable to the Employee, whether under this
Agreement or otherwise, within the first six (6) months following the
effective date of the Employee’s Separation from Service, shall be suspended
and paid as soon as practicable following the end of the six-month period
following such effective date if, immediately prior to the Employee’s
Separation from Service, the Employee is determined to be a “specified employee”
(within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (or
any related “service recipient” within the meaning of Code Section 409A
and the regulations thereunder).  Any
payments suspended by operation of the foregoing sentence shall be paid as a
lump sum in the seventh month following such effective date.  Payments (or portions thereof) that would be
paid latest in time during the six-month period will be suspended first.


 


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3.4          Regulatory
Actions and Limitations.


 


3.4.1        Notwithstanding anything contained in this Agreement
to the contrary, no payments shall be made pursuant to Section 3 or any
other provision herein in contravention of the golden parachute payment and
indemnification payment restrictions contained in regulations adopted pursuant
to Section 18(k) of the Federal Deposit Insurance Act (the “FDIA”)
(12 U.S.C. 1828(k)).


 


3.4.2        If the Employee is removed from office and/or
permanently prohibited from participating in the conduct of the affairs of any
depository institution by an order issued under Section 8(e) or 8(g) of
the FDIA (12 U.S.C. 1818(e) and (g)), the Employer shall have the right to
terminate all obligations of the Employer under this Agreement as of the
effective date of such order, except for the payment of Base Salary due and
owing under Section 4.1 on the effective date of said order, and
reimbursement under Section 4.6 of expenses incurred as of the effective
date of termination.


 


3.4.3        If the Employee is suspended from office and/or
temporarily prohibited from participating in the conduct of the affairs of any
depository institution by a notice served under Section 8(e) or 8(g) of
the FDIA (12 U.S.C. 1818(e) and (g)), the Employer shall have the right to
suspend all obligations of the Employer under this Agreement as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed,
the Employer shall reinstate prospectively (in whole or in part) any of its
obligations which were suspended.


 


3.4.4        If the FDIC is appointed receiver or conservator
under Section 11(c) of the FDIA (12 U.S.C. 1821(c)) of the Employer
or any depository institution controlled by the Employer, the Employer shall
have the right to terminate all obligations of the Employer under this
Agreement as of the date of such receivership or conservatorship, other than
any rights of the Employee that vested prior to such appointment.  To the extent the Employer is or encompasses
a depository institution, any vested rights of the Employee may be subject to
such modifications that are consistent with the authority of the FDIC.


 


3.4.5        If the FDIC provides open bank assistance under Section 13(c) of
the FDIA (12 U.S.C. 1823(c)) to the Employer or any depository institution
controlled by the Employer, but excluding any such assistance provided to the
industry generally, the Employer shall have the right to terminate all
obligations of the Employer under this Agreement as of the date of such
assistance, other than any rights of the Employee that vested prior to the FDIC
action.  To the extent the Employer is or
encompasses a depository institution, any vested rights of the Employee may be
subject to such modifications that are consistent with the authority of the
FDIC.


 


3.4.6        If the FDIC requires a transaction under Section 13(f) or
13(k) of the FDIA (12 U.S.C. 1823(f) and (k)) by the Employer or any
depository institution controlled by the Employer, the Employer shall have the
right to terminate all obligations of the Employer under this Agreement as of
the date of such transaction, other than any rights of the Employee that vested
prior to the transaction.  To the extent
the Employer is or 


 


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encompasses
a depository institution, any vested rights of the Employee may be subject to
such modifications that are consistent with the authority of the FDIC.


 


4.             Compensation.  The Employee shall receive the
following salary and benefits during the Term:


 


4.1          Base Salary.  Employee’s
annual base salary shall be Two Hundred Thousand Dollars ($200,000.00) (the “Base
Salary”).  The Employee’s Base Salary
shall be reviewed by the Board of Directors of the Bank or its designee
annually, and shall be adjusted annually thereafter by such amount, if any, as
may be determined by the Board of Directors of the Bank or its designee in
their sole discretion.  Base Salary shall
be payable in accordance with the Employer’s normal payroll practices.


 


4.2          Restricted
Stock.  As soon as practicable following the
execution of this Agreement, Employee shall be granted a restricted stock award
reflecting the right to earn up to Sixty-Eight Thousand Nine Hundred Sixty-Five
(68,965) shares of the common stock of the Company.  The restricted stock award shall be subject
to such other terms and conditions of a separate agreement between the Company
and the Employee.


 


4.3          Incentive
Compensation.  The Employee shall be
entitled to annual bonus compensation, if any, as determined by the Board of
Directors of the Bank pursuant to any incentive compensation program as may be
adopted from time to time (“Incentive Compensation”). 
Any Incentive Compensation earned shall be payable in
the year following the year in which the Incentive Compensation is earned in
accordance with the Employer’s normal practices for the payment of short-term
incentives.  To be entitled to any payment
of Incentive Compensation from the Employer, the Employee must be employed by
the Employer on the date such payment is made. 
The payment of any Incentive Compensation shall be subject to any
approvals required by any regulator of the Employer.


 


4.4          SERP.  The Bank shall establish a
supplemental retirement arrangement for the Employee the terms of which shall
be governed by the terms of a separate agreement between the parties.


 


4.5          Automobile.  The Bank will provide the
Employee with an automobile allowance to be used by the Employee for business
and personal purposes.


 


4.6          Business
Expenses:  Memberships.  The Bank specifically agrees
to reimburse the Employee for (a) reasonable business (including travel)
expenses incurred by him in the performance of his duties hereunder, as
approved from time to time by the Board of Directors of the Bank, and (b) the
reasonable dues and business related expenditures, including initiation fees,
associated with membership in a single country club and a single civic association
both as selected by the Employee and in professional associations which are
commensurate with his position; provided, however, that the Employee 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 Bank and in sufficient detail to comply with rules and
regulations promulgated by the Internal Revenue Service.


 


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4.7          Vacation.  On a non-cumulative basis,
the Employee shall be entitled to three (3) weeks of vacation in each
successive twelve-month period during the Term, during which his compensation
shall be paid in full.  Employee will
endeavor to take at least two consecutive weeks each year for vacation, the
other vacation to be taken at the time the Employee determines appropriate,
taking into account the requirements of the Bank.


 


4.9          Disability.  In the event the Bank determines that the
Employee is subject to a condition that constitutes a Permanent Disability, the
Bank shall pay the Employee pursuant to any short-term disability policy
maintained by the Bank or, if no such short term disability policy is
maintained by the Bank, shall continue paying the Employee the compensation and
benefits provided under Section 4 for the Disability Period without regard
to his continuing ability to discharge his duties pursuant to Section 2.


 


4.10        Reimbursement
of Expenses.  All
expenses eligible for reimbursement under this Agreement must be incurred by
the Employee during the Term of this Agreement to be eligible for
reimbursement.  Any in-kind benefits
provided for by this Agreement must be provided by the Bank during the Term of
this Agreement.  The amount of taxable
reimbursable expenses incurred, and the amount of in-kind benefits provided, in
one taxable year shall not affect the expenses eligible for reimbursement, or
in-kind benefits provided, in any other taxable year.  All taxable reimbursements shall be paid as
soon as administratively practicable, but in no event shall any taxable
reimbursement be paid after the last day of the calendar year following the
calendar year in which the expense was incurred.  Neither the right to reimbursement nor the
in-kind benefits provided are subject to liquidation or exchanges for other
benefits.


 


4.11        Benefits.  In addition to the benefits
specifically described herein, the Employee shall be entitled to such benefits
as may be available from time to time for executives of the Bank similarly
situated to the Employee.  All such
benefits shall be awarded and administered in accordance with the Bank’s
standard policies and practices.  Such
benefits may include, by way of example only, profit sharing plans, retirement
or investment funds, dental, health, life and disability insurance benefits and
such other benefits as the Bank deems appropriate.  The Bank makes no representation to the
Employee regarding the taxability or nontaxability of any benefits provided under
Section 4.


 


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


 


5.             Employer
Information.


 


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


 


5.2          Obligation
of the Employee.   The Employee agrees (a) to hold Employer
Information in strictest confidence, and (b) not to use, duplicate,
reproduce, distribute, disclose


 


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or
otherwise disseminate Employer Information or any physical embodiments thereof
and may in no event take any action causing or fail to take any action
necessary in order to prevent any Employer Information from losing its
character or ceasing to qualify as Confidential Information or a Trade
Secret.  In the event that the Employee
is required by law to disclose any Employer Information, the Employee will not
make such disclosure unless (and then only to the extent that) the Employee 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 Employer when the
Employee becomes aware that such disclosure has been requested and is required
by law.  This Section 5 shall
survive for a period of twenty-four (24) 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 the then-current Georgia Trade Secrets Act of 1990, O.C.G.A. §§
10-1-760 — 10-1-767, with respect to Trade Secrets.


 


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


 


6.             Non-Solicitation
of Employees.  The
Employee agrees that during his employment by the Employer hereunder and, in
the event of his termination, regardless of the reason, for a period of twelve
(12) months thereafter, he will not, within the Area, on his 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 Bank or its Affiliates to a
Competing Business, whether or not:


 


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


·                  such employment is pursuant to written
agreement, or


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


 


7.             Remedies.  The Employee agrees that the
covenants contained in Sections 5 and 6 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 he breach
any of the covenants.  Therefore, the
Employee 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 Employee agree that all remedies available to the
Employer or the Employee, as applicable, shall be cumulative.


 


8.             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.


 


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9.             No Set-Off
by the Employee.  The existence of any claim, demand, action or
cause of action by the Employee 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.


 


10.          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, facsimile transmission or overnight courier, in which
event the notice shall be deemed effective when delivered or transmitted.  All notices and other communications under
this Agreement shall be given to the parties hereto at the following addresses:


 


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


 


Atlantic
Southern Bank


1701
Bass Road


Macon,
GA  31210


Attn:  Chairman, Board of Directors


 


(ii)           If to the Employee, to him
at:


 


 


11.          Assignment.  This Agreement is generally not
assignable by the Employer except that the rights and obligations of the
Employer under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the Employer.  The Agreement is a personal contract and the
rights and interests of the Employee may not be assigned by him.  This Agreement shall inure to the benefit of
and be enforceable by the Employee and his personal or legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees.


 


12.          Waiver.  A waiver by the Employer of any
breach of this Agreement by the Employee 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.


 


13.          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 any state court located in Bibb County, Georgia or the United States
District Court for the Middle District of Georgia.  The Employer and the Employee agree to share
equally the fees and expenses associated with the arbitration proceedings.


 


Employee
must initial here:  


 


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14.          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 within sixty (60) days after a final determination (excluding
any appeals) is made with respect to the litigation.


 


15.          Applicable
Law and Choice of Forum.  This Agreement shall be
construed and enforced under and in accordance with the laws of the State of
Georgia.  The
parties agree that any appropriate state court located in Bibb County, Georgia  or federal court for the Middle District of Georgia  shall have exclusive jurisdiction of any case or
controversy arising under or in connection with Sections 5 through 7 of this
Agreement and shall be a proper forum in which to adjudicate such case or
controversy.  The parties consent and
waive any objection to the jurisdiction or venue of such courts.


 


16.          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.


 


17.          Entire
Agreement.  This Agreement embodies the entire and final
agreement of the parties on the subject matter stated in the Agreement.  No amendment or modification of this
Agreement shall be valid or biding upon the Employer or the Employee 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.


 


18.          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.


 


19.          Survival.  The obligations of the Employee
pursuant to Sections 5 and 6 shall survive the termination of the employment of
the Employee hereunder for the period designated under each of those respective
sections.


 


20.          Representation Regarding
Restrictive Covenants.  The
Employee represents that he is not and will not become a party to any
noncompetition or nonsolicitation agreement or any other agreement which would
prohibit him from entering into this Agreement or providing the services for
the Employer contemplated by this Agreement on or after the Effective
Date.  In the event the Employee is
subject to any such agreement, this Agreement shall be rendered null and void
and the Bank shall have no obligations to the Employee under this Agreement.


 


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


 


	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  ATLANTIC SOUTHERN FINANCIAL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William A. Fickling, III

  
	
   

  	
  Print
  Name:

  	
  William
  A. Fickling, III

  
	
   

  	
  Title:

  	
  Chairman
  

  
	
   

  	
   

  
	
   

  	
  THE
  BANK:

  
	
   

  	
   

  
	
   

  	
  ATLANTIC SOUTHERN BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William A. Fickling, III

  
	
   

  	
  Print
  Name:

  	
  William
  A. Fickling, III

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
  /s/
  Edward P. Loomis, Jr.

  
	
   

  	
  EDWARD
  P. LOOMIS, JR.

  



 


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