exv10w1






Exhibit 10.1




First Amendment to Employment Contract




     This First Amendment to the Employment Agreement (the “Amendment”) between FIRST GEORGIA
BANKING COMPANY (the “Bank”) and W. BRETT MORGAN (“Employee”) is made and entered into as of
October 1, 2010.



W I T N E S S E T H:




     WHEREAS, the Bank and Employee have entered into an Employment Agreement dated December 15,
2008 (the “Agreement”) whereby Employee was originally employed as the Chief Lending Officer of the
Bank;



     WHEREAS, on March 19, 2010 Employee was appointed as the Bank’s interim Chief Executive
Officer and on August 9, 2010 Employee was appointed as the Bank’s permanent Chief Executive
Officer;



     WHEREAS, on September 16, 2010 the Board of Directors of the Bank voted to increase
Executive’s annual base salary, retroactive to March 22, 2010, to reflect his new position and
increased responsibilities, and to make certain other adjustments to his compensation package as
outlined in this Amendment;



     WHEREAS, the Bank and Executive desire to amend the Agreement to reflect these changes to
Executive’s employment status;



     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Agreement is hereby amended as follows:



I.




     Effective as of August 9, 2010, Section 1 of the Agreement is deleted in its entirety and
replaced with the following:



     “1. Employment. For the Term of Employment, as hereinafter defined, the Bank agrees
to employ Employee as its Chief Executive Officer, and Employee agrees to accept such employment
and to perform such duties and functions as the Board of Directors of the Bank may assign to
Employee from time to time. Employee agrees to devote his full business time, attention, skill and
efforts to the business of the Bank, and shall perform his duties in a trustworthy and businesslike
manner, all for the purpose of advancing the interests of the Bank.”



     Following the effective time of the amendment described above, all references in the Agreement
to Employee’s title shall thereafter be deemed to refer to Employee’s title as Chief Executive
Officer.



II.




     Effective as of March 22, 2010, Section 3.1 of the Agreement is deleted in its entirety and
replaced with the following:



     “3.1 Base Salary. During the Term of Employment, Employee shall be paid an annual
base salary (hereinafter “Base Salary”) of $240,000, which shall be paid in equal installments in
accordance with the Bank’s normal pay practices, but not less frequently than monthly. Employee’s
salary shall be reviewed by the Board of Directors of the Bank (or a compensation committee of the
Board) annually and may be adjusted as determined by the Board of Directors of the Bank.”



     The retroactive portion of such increase shall be payable by the Bank to Employee evenly from
September 16, 2010 through December 31, 2010 (in additional to his normal salary).



III.




     Effective as of September 16, 2010, Section 3.4 of the Agreement is deleted in its entirety
and replaced with the following:



     “3.4 Additional Benefits. During the Term of Employment, Employee shall be provided
with such employee benefits and benefit levels, including family health, dental, vision and life
(including a minimum of $1,000,000 term life insurance with one or more beneficiaries selected by
Employee) and disability insurance, a car allowance of $12,000 per year, and membership in social,
professional and civic clubs which the Board of Directors in its discretion determines to be in



 









 





keeping with a level commensurate with a financial institution in a similar environment.
These benefits shall be provided and maintained at a level of not less than what is in effect at
the time this Agreement is executed.




     Throughout the Term of Employment, Employee shall also be entitled to reimbursement for
reasonable business expenses incurred by him in the performance of his duties hereunder.



     During the Employee’s Term of Employment hereunder, Employee shall receive four (4) weeks paid
vacation during each year of employment.”



IV.




     As herein amended, the Agreement continues in full force and effect.



     IN WITNESS WHEREOF, the Bank and Employee have caused this Amendment to be executed effective
as of the day and year first above written.



	 	 	 	 	 
	



Date: November 15, 2010
 	FIRST GEORGIA BANKING COMPANY




	 
	 	/s/ George B. Hamil
 	 
	 	George B. Hamil 	 
	 	Chairman of the Board of Directors 	 
	 



	 	 	 	 	 
	





Date: November 15, 2010
 	EMPLOYEE:




 	 
	 	/s/ W. Brett Morgan
 	 
	 	W. Brett Morgan 	 
	 	Chief Executive Officer