Exhibit 10.1


    
      

    

    

      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (“Agreement”), made and entered into as of October 31, 2006
        (the “Effective Date”) by and between Harvey Clapp, a resident of the State of
        Alabama (“Employee”), and Peachtree Bank, an Alabama bank
        (“Employer”).

      


      W
        I T N E
        S S E T H:

      


      WHEREAS,
        Employer desires to employ Employee as its President and Chief Executive
        Officer
        and Employee desires to accept such employment;

      


      NOW,
        THEREFORE, in consideration of the employment of Employee by Employer, of
        the
        premises and the mutual promises and covenants contained herein, and of other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto, intending to be legally bound, agree as
        follows:

      


      
        	 	
                1.

              	
                Employment
                  and Duties.

              


      

      


      1.1    Position. Employer
        hereby employs Employee to serve as its President and Chief Executive Officer
        and to perform such duties and responsibilities as are customarily performed
        by
        persons acting in such capacity. During the term of this Agreement (as defined
        in Section 2 herein), Employee will devote substantially all of his full
        time
        and effort to his duties hereunder.

      


      1.2    Other
        Business Activities. The parties agree that the Employee shall be free to
        engage in other non-competitive business activities and ventures during the
        term
        of this Agreement, so long as any such other business activities and ventures
        do
        not conflict or compete with the business of Employer or prevent the Employee
        from the faithful performance of his duties hereunder.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2.

              	
                Term.

              


      

      


      Subject
        to the provisions of Section 12 of this Agreement, the period of Employee’s
        employment under this Agreement shall be deemed to have commenced as of the
        Effective Date, and shall continue for a period of three (3) years, unless
        the
        Employee dies before the end of such three (3) years, in which case the period
        of employment shall continue until the end of the month of such
        death.

      


      
        	 	
                3.

              	
                Compensation.

              


      

      


      For
        all
        services to be rendered by Employee during the term of this Agreement,


      


      3.1    Base
        Salary. Employer shall pay Employee an annual base salary equal to $150,384
        (the “Base Salary”), less normal withholdings, payable in equal monthly or more
        frequent installments as are customary under Employer’s payroll practices from
        time to time. Employer’s Board of Directors shall review Employee’s Base Salary
        annually and may increase Employee’s Base Salary from year to year during the
        term of this Agreement. Any Base Salary increase (regardless of form), will
        be
        determined by the Employer’s Board of Directors after taking into account, among
        other things, changes in the cost of living, Employee’s performance and the
        performance of Employer. Any action or review by the Board of Directors may
        be
        delegated to an appropriate committee thereof. Employee shall be entitled
        to
        annual incentive compensation in such amount and subject to such criteria
        as the
        parties may mutually agree from time to time during the term of this
        Agreement.

      


      
        	 	
                4.

              	
                Expenses.

              


      

       

      So
        long
        as Employee is employed hereunder, Employee is entitled to receive reimbursement
        for, or seek payment directly by Employer of, all reasonable expenses which
        are
        consistent with the normal policy of Employer in the performance of Employee’s
        duties hereunder, provided that Employee accounts for such expenses in writing
        in accordance with Employer’s reimbursement policies as may be adopted from time
        to time.


      
        
          
          

        

        
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                5.

              	
                Employee
                  Benefits.

              


      

       

      So
        long
        as Employee is actively employed hereunder, Employee will be entitled to
        participate in the employee benefit, option, bonus and any other compensation
        programs as may be available from time to time to executives of the Employer
        similarly situated to Employee. 

       

      
        	 	
                6.

              	
                Vacation.

              


      

       

      Employee
        shall be entitled vacation in accordance with Employer’s policies as the same
        may be in effect from time to time during the term of this
        Agreement.

       

      
        	 	
                7.

              	
                Confidentiality.

              


      

       

      In
        Employee’s position as an employee of Employer, Employee has had and will have
        access to confidential information, trade secrets and other proprietary
        information of vital importance to Employer and has and will also develop
        relationships with customers, employees and others who deal with Employer
        which
        are of value to Employer. Employer requires as a condition to Employee’s
        employment with Employer that Employee agree to certain restrictions on
        Employee’s use of the proprietary information and valuable relationships
        developed during Employee’s employment with Employer. In consideration of the
        terms and conditions contained herein, the parties hereby agree as
        follows:

       

      7.1    The
        parties
        mutually agree and acknowledge that Employer may entrust Employee with highly
        sensitive, confidential, restricted and proprietary information concerning
        various Business Opportunities (as hereinafter defined), customer lists,
        and
        personnel matters. Employee acknowledges that he shall bear a fiduciary
        responsibility to Employer to protect such information from use or disclosure
        that is not necessary for the performance of Employee’s duties hereunder, as an
        essential incident of Employee’s employment with Employer.


      
        
          
          

        

        
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      7.2    For
        the
        purposes of this Section, the following definitions shall apply:

       

      7.2.1    “Trade
        Secret” shall mean the identity and addresses of customers of Employer, the
        whole or any portion or phase of any scientific or technical information,
        design, process, procedure, formula or improvement that is valuable and secret
        (in the sense that it is not generally known to competitors of Employer)
        and
        which is defined as a “trade secret” under Georgia law pursuant to the Georgia
        Trade Secrets Act.

       

      7.2.2    “Confidential
        Information” shall mean any data or information, other than Trade Secrets, which
        is material to Employer and not generally known by the public. Confidential
        Information shall include, but not be limited to, Business Opportunities
        of
        Employer (as hereinafter defined), the details of this Agreement, Employer’s
        business plans and financial statements and projections, information as to
        the
        capabilities of Employer’s employees, their respective salaries and benefits and
        any other terms of their employment and the costs of the services Employer
        may
        offer or provide to the customers it serves, to the extent such information
        is
        material to Employer and not generally known by the public.

       

      7.2.3    “Business
        Opportunities” shall mean any specialized information or plans of Employer
        concerning the provision of financial services to the public, together with
        all
        related information concerning the specifics of any contemplated financial
        services regardless of whether Employer has contacted or communicated with
        such
        target person or business.

       

      7.2.4    Notwithstanding
        the
        definitions of Trade Secrets, Confidential Information, and Business
        Opportunities set forth above, Trade Secrets, Confidential Information, and
        Business Opportunities shall not include any information:

       

      (i)    that
        is or
        becomes generally known to the public;

       

      (ii)    that
        is
        already known by Employee or is developed by Employee after termination of
        employment through entirely independent efforts;

       

      (iii)    that
        Employee
        obtains from an independent source having a bona fide right to use and disclose
        such information;

       

      (iv)    that
        is
        required to be disclosed by law, except to the extent eligible for special
        treatment under an appropriate protective order; or

       

      (v)    that
        Employer’s Board of Directors approves for release.


      
        
          
          

        

        
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      7.3    Employee
        shall not, without the prior approval of Employer’s Board of Directors, during
        his employment with Employer and for so long thereafter as the information
        or
        data remain Trade Secrets, use or disclose, or negligently permit any
        unauthorized person who is not an employee of Employer to use, disclose,
        or gain
        access to, any Trade Secrets of Employer, its affiliates, or of any other
        person
        or entity making Trade Secrets available for Employer’s use.

       

      7.4    Employee
        shall not, without the prior written consent of Employer, during his employment
        with Employer and for a period of twenty-four (24) months thereafter as long
        as
        the information or data remains competitively sensitive, use or disclose,
        or
        negligently permit any unauthorized person who is not employed by Employer
        to
        use, disclose, or gain access to, any Confidential Information to which the
        Employee obtained access by virtue of his employment with Employer, except
        as
        provided in Section 7.2 of this Agreement. 

       

      
        	 	
                8.

              	
                Observance
                  of Security Measures.

              


      

       

      During
        Employee’s employment with Employer, Employee is required to observe all
        security measures adopted to protect Trade Secrets, Confidential Information,
        and Business Opportunities of Employer.

       

      
        	 	
                9.

              	
                Return
                  of Materials.

              


      

       

      Upon
        the
        request of Employer and, in any event, upon the termination of his employment
        with Employer, Employee shall deliver to Employer all memoranda, notes, records,
        manuals or other documents, including all copies of such materials containing
        Trade Secrets or Confidential Information, whether made or compiled by Employee
        or furnished to him from any source by virtue of his employment with
        Employer.


      
        
          
          

        

        
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                10.

              	
                Severability.

              


      

       

      Employee
        acknowledges and agrees that the covenants contained in Sections 7, 8, 9
        and 14
        of this Agreement shall be construed as covenants independent of one another
        and
        distinct from the remaining terms and conditions of this Agreement, and
        severable from every other contract and course of business between Employer
        and
        Employee, and that the existence of any claim, suit or action by Employee
        against Employer, whether predicated upon this or any other agreement, shall
        not
        constitute a defense to Employer’s enforcement of any covenant contained in
        Sections 7, 8, 9 and 14 of this Agreement.

       

      
        	 	
                11.

              	
                Specific
                  Performance.

              


      

       

      Employee
        acknowledges and agrees that the covenants contained in Sections 7, 8, 9
        and 14
        of this Agreement shall survive any termination of employment, as applicable,
        with or without Cause (as defined in Section 12 hereof), at the instigation
        or
        upon the initiative of either party. Employee further acknowledges and agrees
        that the ascertainment of damages in the event of Employee’s breach of any
        covenant contained in Sections 7, 8, 9 and 14 of this Agreement would be
        difficult, if at all possible. Employee therefore acknowledges and agrees
        that
        Employer shall be entitled in addition to and not in limitation of any other
        rights, remedies, or damages available to Employer in arbitration, at law
        or in
        equity, upon submitting whatever affidavit the law may require, and posting
        any
        necessary bond, to have a court of competent jurisdiction enjoin Employee
        from
        committing any such breach.

       

      
        	 	
                12.

              	
                Termination.

              


      

       

      During
        the term of this Agreement, Employee’s employment, including without limitation,
        except as otherwise provided in Section 12 of this Agreement, all compensation,
        salary, expenses reimbursement, and employee benefits may be terminated as
        follows:


      
        
          
          

        

        
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      12.1    Upon
        the
        election of Employer for Cause;

       

      12.2    Upon
        Employee’s election upon Employer’s breach of any material provision of this
        Agreement, provided that the Employee first provides written notice of the
        circumstances allegedly constituting a breach of the Agreement and an
        opportunity for the Employer to cure such circumstances within thirty (30)
        days
        of the delivery of such written notice to the Employer;

       

      12.3    Upon
        the
        Employer’s election for any reason, provided Employer first delivers written
        notice to the Employee at least sixty (60) days prior to the effective date
        of
        such involuntary termination;

       

      12.4    Upon
        Employee’s death, or, at the election of either party, upon Employee’s
        disability as determined in accordance with the standards and procedures
        under
        Employer’s then-current long-term disability insurance coverage provided by
        Employer, or, if such disability insurance coverage provided by Employer
        is not
        then in place, upon Employee’s disability resulting in his inability to perform
        the duties described in Section 1.1 of this Agreement for a period of one
        hundred eighty (180) consecutive days; or

      


      12.5    Upon
        the
        Employee’s election for any reason, provided Employee first delivers written
        notice to the Employer at least sixty (60) days prior to the effective date
        of
        such resignation

       

      12.6    If
        this
        Agreement is terminated pursuant to Section 12.2 or Section 12.3, then Employer
        shall pay to Employee in a lump sum as Employer’s sole remaining obligation to
        Employee under this Agreement the sum of the following: (i) Employee’s Base
        Salary for the remaining months of the term of this Agreement at the Base
        Salary
        rate then in effect; (ii) the cost of COBRA health continuation coverage
        for
        Employee for the lesser of (a) the remaining months of the term of this
        Agreement, or (b) the period during which Employee is entitled to COBRA health
        continuation coverage from the Employer; and (iii) the cost for term life
        insurance coverage for Employee for the remaining months of the term of this
        Agreement in an amount not to exceed the monthly cost of premiums for such
        coverage in effect on the effective date of termination. The payment provided
        for in this Section 12.6 shall be paid to Employee within thirty (30) days
        after
        the date of the termination of employment.


      
        
          
          

        

        
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      12.7    If
        the
        Agreement and Employee’s employment is terminated pursuant to this Section 12,
        other than pursuant to Section 12.2 or Section 12.3, or upon the expiration
        of
        the term of this Agreement, Employee shall receive no further compensation
        or
        benefits, other than Employee’s Base Salary and other compensation as accrued
        through the effective date of such termination.

      


      For
        purposes of this Section 12, the term “Cause” shall mean (i) material
        dishonesty, gross negligence or willful misconduct by Employee in the
        performance of his duties hereunder which conduct results in material financial
        or reputational harm to Employer or its affiliates; (ii) conviction (from
        which
        no appeal may be, or is, timely taken) of Employee of a felony; (iii) initiation
        of suspension or removal proceedings against Employee by federal or state
        regulatory authorities acting under lawful authority pursuant to provisions
        of
        federal or state law or regulation which may be in effect from time to time;
        (iv) knowing violation by Employee of federal or state banking laws or
        regulations; or (v) refusal by Employee to perform a duly authorized and
        lawful written directive of Employer’s Board of Directors.

       

      
        	 	
                13.

              	
                Notice.

              


      

       

      All
        notice provided for herein shall be in writing and shall be deemed to be
        given
        when delivered in person or deposited in the United States Mail, registered
        or
        certified, return receipt requested, with proper postage prepaid and addressed
        as follows:

      


      
        	
                Employer:

              	
                Peachtree
                  Bank

                Main
                  Street, P.O. Box 39

                Maplesville,
                  Alabama 36750-0039

              	 
	 	 	 
	
                Employee:

              	
                Harvey
                  Clapp

              	 
	 	 	 
	 	 	 
	 	 	 
	
                with
                  a copy to:

              	
                Powell
                  Goldstein LLP

                One
                  Atlantic Center

                Fourteenth
                  Floor

                1201
                  West Peachtree Street NW

                Atlanta,
                  Georgia 30309-3488

                Attn:
                  Walter G. Moeling, IV, Esquire

              	 


      


      
        
          
          

        

        
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                14.

              	
                Covenant
                  Not to Compete and Not to Solicit.

              


      

       

      14.1    For
        purposes
        of this Section 14, Employer and Employee conduct the following business
        in the
        following geographic areas:

       

      14.1.1    Employer
        is
        engaged in the business of commercial banking (“Business of
        Employer”).

       

      14.1.2    Employee
        acknowledges that (i) Employee has occupied, and will continue to occupy,
        a
        position of trust and confidence with Employer and has and will become familiar
        with Confidential Information and Trade Secrets; (ii) SouthCrest Financial
        Group, Inc., Employer’s parent holding company (the “Holding Company”) has
        required that Employee make the covenants set forth in Sections 7, 8, 9 and 14
        of this Agreement as a material condition to Employer’s continuing employment of
        Employee and Holding Company’s acquisition of the capital stock of Maplesville
        Bancorp, Employer’s former parent holding company, including the capital stock
        owned by Employee; (iii) the provisions of Sections 7 and 14 of this Agreement
        are reasonable in geographic scope, duration, and scope and are necessary
        to
        protect and preserve Employer’s legitimate business interests, including,
        without limitation, its trade secrets, valuable confidential business
        information, relationships with specific prospective and existing customers,
        customer goodwill, and specialized training provided to Employee; and (iv)
        Employer would be irreparably damaged if Executive were to breach the covenants
        set forth in Sections 7, 8, 9 or 14 of this Agreement.


      
        
          
          

        

        
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      14.1.3    Employee
        has
        established business relationships and performs the duties described in Section
        1.1 of this Agreement in the geographic area covered by Chilton County, Alabama
        (the “Restricted Area”), and will work primarily in the Restricted Area while in
        the employ of Employer.

       

      14.2    Employee
        covenants and agrees that both during the term of this Agreement and for
        a
        period of one year after the termination of his employment with Employer
        for any
        reason, Employee shall not, directly or indirectly, as principal, agent,
        trustee, consultant or through the agency of any corporation, partnership,
        association, trust or other entity or person, on Employee’s own behalf or for
        others, provide the duties described in Section 1.1 of this Agreement for
        any
        entity or person conducting the Business of Employer within the Restricted
        Area.

       

      14.3    Employee
        covenants and agrees that both during the term of this Agreement and for
        a
        period of one year after the termination of his employment with Employer
        for any
        reason, Employee will not enter into, and will not participate in, any plan
        or
        arrangement to cause any employee of the Employer to terminate his or her
        employment with Employer, and, Employee further agrees that for a period
        of at
        least one year after the termination of employment by any employee of Employer,
        Employee will not hire such employee in connection with any business initiated
        by Employee or any other person, firm or corporation. Employee further agrees
        that information as to the capabilities of Employer’s employees, their salaries
        and benefits, and any other terms of their employment is Confidential
        Information and proprietary to the Employer.

       

      14.4    Employee
        and
        Employer agree to amend this Agreement to expand the Restricted Area in the
        event the operations of the Employer expand beyond Chilton County, Alabama
        with
        the intent that the Agreement at all times describes the then current geographic
        area served by Employer for which Employee performs the duties described
        in
        Section 1.1 of this Agreement.


      
        
          
          

        

        
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      14.5    The
        covenants
        contained in this Section 14 shall be construed as agreements severable from
        and
        independent of each other and of any other provision of this or any other
        contract or agreement between the parties hereto. The existence of any claim
        or
        cause of action by Employee against Employer, whether predicated upon this
        or
        any other contract or agreement, shall not constitute a defense to the
        enforcement by Employer of said covenants.

       

      
        	 	
                15.

              	
                Change
                  in Control.

              


      

       

      None
        of
        the benefits provided in Section 15 of this Agreement shall be payable to
        Employee unless (i) there shall have been a Change in Control of Holding
        Company, as set forth in this Section 15, and (ii) Employee is employed by
        Employer when the Change in Control occurs. 

       

      15.1    “Change
        in Control” shall be deemed to have occurred if:

       

      15.1.1    During
        the
        term of this Agreement, the individuals constituting Holding Company’s Board of
        Directors immediately following the Effective Date (the “Beginning Board”) cease
        for any reason to constitute at least a majority of said Board, provided
        that in
        making such determination, a director elected by or on the recommendation
        of the
        Beginning Board shall be deemed to be a member of such Beginning Board,
        excluding, for this purpose, any director whose assumption of office occurs
        as a
        result of an actual or threatened election contest or proxy contest with
        respect
        to the election or removal of directors; or

       

      15.1.2    If
        (i) a
        notice or an application is filed with the Federal Reserve Board (“FRB”)
        pursuant to Regulation “Y” of the FRB under the Change in Bank Control Act or
        the Bank Holding Company Act or with the Georgia Department of Banking and
        Finance (the “Department”) pursuant to the Financial Institutions Code of
        Georgia for permission to acquire control of Holding Company or any of its
        banking affiliates, or (ii) more than twenty-five percent (25%) of Holding
        Company’s outstanding common stock or equivalent in voting power of any class or
        classes of outstanding securities of Holding Company entitled to vote in
        elections of directors shall be acquired by any corporation or other person,
        or
        group. “Group” shall mean persons who act in concert as described in
        Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
        amended; or


      
        
          
          

        

        
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      15.1.3    Holding
        Company shall become a subsidiary of another corporation or shall be merged
        or
        consolidated into another corporation and (i) less than a majority of the
        outstanding voting shares of the parent or surviving corporation after such
        acquisition, merger or consolidation are owned immediately after such
        acquisition, merger or consolidation by the owners of the voting shares of
        Holding Company immediately before such acquisition, merger or consolidation,
        or
        (ii) a person or entity (excluding any corporation resulting from such business
        combination or any employee benefit plan or related trust of Holding Company
        or
        such resulting corporation) beneficially owns or controls twenty-five percent
        (25%) or more of the combined voting power of the then outstanding securities
        of
        such corporation, except to the extent that such ownership existed prior
        to the
        business combination, or (iii) less than a majority of the members of the
        board
        of directors of the corporation resulting from such business combination
        were
        members of the Holding Company’s Board of Directors at the time of the execution
        of the initial agreement for such merger or consolidation; or

       

      15.1.4    Substantially
        all of the assets of Holding Company shall be sold to another entity other
        than
        a sale to a wholly-owned subsidiary of Holding Company; or

       

      15.1.5    The
        sale or
        transfer of any of the stock or substantially all of the assets of Holding
        Company regardless of the form of the transaction, other than a sale or transfer
        to a wholly-owned subsidiary of Holding Company.


      
        
          
          

        

        
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      15.2    In
        the event
        of a Change in Control of Holding Company, if Employer terminates Employee
        without Cause, or if Employer takes any action specified in Section 15.3
        of this
        Agreement during the term of this Agreement following the date of occurrence
        of
        a Change in Control of Holding Company (“Termination of Employment”), Employer
        shall pay Employee a lump sum cash payment in an amount equal to the product
        of
        one (1) multiplied by Employee’s annual compensation from Employer, including
        salary, bonuses, all perquisites, and all other forms of compensation paid
        to
        Employee for his benefit or the benefit of his family, however characterized,
        for the fiscal year during the term of this Agreement for which such
        compensation was highest (“Employee’s Annual Salary”). The payment provided for
        in this Section 15.2 shall be due and payable to Employee within thirty (30)
        days after the date of the Termination of Employment. In no event shall
        payment(s) described in this Section 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 in Control
        in
        accordance with the provisions of Section 280G of the Code) of both the
        severance payment and all other payments to the Employee in the nature of
        compensation which are contingent on a change in ownership or effective control
        of Holding Company or in the ownership of a substantial portion of the assets
        of
        Holding 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
        Employee’s “base amount” for the “base period,” as those terms are defined under
        Section 280G of the Code. In the event the Aggregate Severance is required
        to be reduced pursuant to this Section, the Employee 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.

       

      15.3    During
        the
        remaining term of this Agreement following the effective date of a Change
        in
        Control, if Employer takes any of the following actions, such action shall
        be
        deemed to be a termination by Employer without Cause. Those actions are:
        (i) a
        reduction in Employee’s Base Salary, bonus opportunity or other perquisites as
        were in effect immediately prior to a Change in Control of Holding Company,
        (ii)
        a material change in Employee’s status, offices, titles or reporting
        requirements, duties or responsibilities with Employer as in effect immediately
        prior to the effective date of the Change in Control, (iii) a failure by
        Employer to increase Employee’s Base Salary annually in accordance with an
        established procedure, or (iv) due to Employer’s requirement that Employee
        relocate his principal place of business by more than fifty (50) miles from
        the
        principal office of the Employer. In any such event, Employee shall be entitled
        to all payments provided for in Section 15.2 of this Agreement.


      
        
          
          

        

        
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      15.4    In
        the event
        that the circumstances of the Employee’s termination of employment would
        otherwise entitle him to benefits under Section 12 and this Section 15, the
        Employee shall be entitled to receive the benefits providing him with the
        greater benefit. In no event shall the Employee be entitled to benefits under
        both Section 12 and Section 15.

      


      
        	 	
                16.

              	
                Miscellaneous.

              


      

       

      16.1    This
        Agreement constitutes and expresses the whole agreement of the parties in
        reference to the employment of Employee by Employer, and there are no
        representations, inducements, promises, agreements, arrangements, or
        undertakings oral or written, between the parties other than those set forth
        herein and as set forth in the Executive Salary Continuation Agreement dated
        January 1, 2006, as amended September 6, 2006 (that Supersedes and Replaces
        the
        Executive Supplemental Retirement Plan Executive Agreement dated September
        26,
        2002), and the Life Insurance Endorsement Method Split Dollar Plan Agreement
        dated September 26, 2002, as amended, (the “Collateral Agreements”).
        Other
        than the Collateral Agreements, all prior understandings and agreements relating
        to the subject matter of this Agreement are hereby expressly
        terminated.


      
        
          
          

        

        
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      16.2    This
        Agreement shall be governed by the laws of the State of Alabama. 

       

      16.3    Should
        any
        clause or any other provision of this Agreement be determined to be void
        or
        unenforceable for any reason, such determination shall not affect the validity
        or enforceability of any clause or provision of this Agreement, all of which
        shall remain in full force and effect.

       

      16.4    Time
        is of
        the essence in this Agreement.

       

      16.5    This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their successors and assigns. This Agreement shall not be assignable
        by any
        other parties hereto without the prior written consent of the other
        parties.

      


      16.6    The
        existence
        of any claim, demand, action or cause of action by the Employee against 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.

       

      16.7    This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed an original and all of which taken together shall constitute but a
        single
        instrument.

      


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            15

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first written above.

       

      
        	 	 	 “Employee”	 
	 	 	 	 
	
                /s/
                  Tina C. Smith

              	 	 /s/
                Harvey Clapp	
                (SEAL)

              
	
                Witness

              	 	 Harvey
                Clapp	 
	 	 	 	 
	 	 	 “Employer”	 
	 	 	 	 
	
                ATTEST

              	 	 Peachtree
                Bank	 
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Clement Clapp

              	 
	
                /s/
                  Clement Clapp

              	 	
                Its:

              	
                Secretary
                  and Executive V.P

              	 
	 	 	 	 
	
                (CORPORATE
                  SEAL)

              	 	 	 


      

      


       

      16