compensation committee of the Board) annually and may be adjusted as determined by the Boardof Directors of the Bank.          3.2 Management Incentives and Discretionary Bonuses. During the Term of Employment,Employee shall be entitled, in an equitable manner based on the terms of any bonus and incentiveplans that have been approved or may, from time to time, be approved by the Board of Directors,with all other key management personnel of the Bank, to such incentives and discretionary bonusesas may be authorized, declared and paid by the Board of Directors to the Bank’s key managementemployees. The incentive compensation shall be based on meeting or exceeding the attainment ofcertain criteria to be established by the Board of Directors. In determining whether to grantincentive compensation, the Board of Directors shall consider factors such as the Bank’sprofitability, its asset quality, its compliance with laws and regulations, and its loan quality.               No other compensation provided for in this Agreement shall be deemed a substitute for theEmployee’s right to such incentives and discretionary bonuses when and as declared by the Board.          3.3 Stock Options. See Stock Option Grant Agreement for details.          3.4 Additional Benefits. During the Term of Employment, Employee shall be providedwith such employee benefits and benefit levels, including family health, dental, vision and life(including a minimum of **$310,000**term life insurance) and disability insurance, a car allowance of**$12,000**per year, and membership in social, professional and civic clubs which the Board ofDirectors in its discretion determines to be in keeping with a level commensurate with a financialinstitution in a similar environment. These benefits shall be provided and maintained at a levelof 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 forreasonable 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 paidvacation during each year of employment.          3.5 Indemnification. In the event of any attempt by a former employer or employee toenjoin or seeks damages for Employee’s employment with the Bank whether by written demand or bylegal action, including but not limited to actions related to restrictive covenants, trade secrets,and interference with business relations, the Bank agrees to indemnify Employee in the amount ofany judgment, attorney’s fees, or costs incurred by or against Employee arising out of such action.     4. TERMINATION.          4.1 Death or Disability. This Agreement may be terminated before the expiration ofthe Term of Employment upon the occurrence of any one of the following events:
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               (a) Upon Employee’s death, this Agreement shall terminate immediately. Any salary andany other amounts that may be due Employee from Bank at the time of his death (whetherpursuant to benefits plans or otherwise) shall be paid to the executor or administrator ofhis estate.               (b) The Bank may terminate this Agreement upon Employee’s “Total Disability.” As usedin this Agreement, “Total Disability” means any physical or mental disorder that rendersEmployee incapable of performing his normal duties and services under this Agreement for aperiod of one hundred twenty (120) days in any consecutive twelve (12) month period, asdetermined by a licensed physician selected by mutual agreement of the Bank and the Employeeor the Employee’s legal representative. If this Agreement is terminated as a result of theEmployee’s “Total Disability,” the Employee’s compensation hereunder shall terminate and theEmployee shall be paid in accordance with such long-term disability plans of the Bank as maybe in effect at that time. The Employee’s compensation, title and status shall continueduring any such period of disability until the date of termination except that the Bank mayprovide disability insurance to cover the Employee during any part of such disability periodand the Bank’s obligation for the Employee’s compensation for any such period shall bereduced by the amount of any such insurance proceeds which the Employee receives.          4.2 For Cause. This Agreement may be terminated by the Board of Directors of the Bankfor “Cause” for any of the following reasons:               (a) failure of Employee to follow reasonable written instructions or policies of theBoard of Directors of the Bank;               (b) gross negligence or willful misconduct of Employee materially damaging to thebusiness of the Bank;               (c) conviction of Employee of a crime involving breach of trust, moral turpitude, theftor fraud;               (d) the failure by the Employee to perform substantially his duties other than anyfailure resulting from incapacity due to physical or mental illness;               (e) willful commission by Employee of (i) acts involving dishonesty or fraud or (ii)acts causing harm to the Bank;               (f) a willful misrepresentation by the Employee to the stockholders or the Board ofDirectors of the Bank which causes substantial injury to the Bank; or               (g) a request by any state or federal authority regulating the Bank that the Employeebe removed from his office as **Chief Lending Officer**of the Bank.          4.3 Without Cause or for Good Reason.               (a) The Bank may immediately terminate this Agreement at any time “without Cause” bygiving the Employee written notice of the termination date.
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Employee may immediately terminate this Agreement at any time upon the occurrence ofGood Reason (as defined below) by giving the Bank written notice of the termination date.If this Agreement is terminated pursuant to this Section 4.3, and subject to the limitationsset forth in Sections 9 and 10, then:               (i) Employee shall be paid severance compensation in an amount equal to **100**% ofhis annual “Base Salary” (as defined in Section 3.1) then in effect which shall bepaid over a twelve (12)-month period commencing from the termination date in suchinstallments and intervals as if the Employee had remained employed;provided, however, that the payments pursuant to this clause (i)shall only be made if Employee executes a release substantially in the form ofExhibit A and such release becomes effective pursuant to its terms;               (ii) Employee shall be paid any other amounts owing to the Employee by the Bankunder this Agreement at such termination date, which amounts shall be paid within areasonable time, but no more than thirty (30) days, after such termination date; and               (iii) If and to the extent that the Employee timely elects COBRA continuationcoverage, the Bank will pay to Employee on a monthly basis the cost of COBRAcontinuation coverage, less the amount of premiums by active employees receiving thesame coverage, for a period of twelve (12) months from the termination date or, ifearlier, until Employee becomes eligible under another group health plan orotherwise no longer continues to have COBRA coverage.               Anything in this Agreement to the contrary notwithstanding, upon a termination pursuantto this Section 4.3, Employee’s sole rights and remedies against the Bank arising out of anysuch termination of his employment hereunder are to receive the severance compensation andthe other amounts and benefits as are explicitly set forth in this Section 4.3. All of theprovisions of this Section 4.3 shall be subject to the provisions of Section 5 below.               (b) For purposes of this Section 4.3, “Good Reason” shall mean, without the writtenconsent of Employee:               (i) a change in Employee’s title, position or responsibilities which representsa material adverse change from his title, position or responsibilities as describedin Section 1 of this Agreement; the assignment to Employee of any office or dutieswhich are inconsistent in any material respect with Employee’s position, authority,duties or responsibilities as described in Section 1 of this Agreement; or any otheraction by the Bank which results in a material diminution in such position orauthority; provided, however, that any such change, assignment oraction that results from customary restructurings attributable solely to the growthof the Bank shall not be considered “Good Reason”;
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               (ii) a reduction by the Bank in Employee’s Base Salary as in effect on theEffective Date or as the same may be increased from time to time;               (iii) the Bank’s requiring Employee, without his consent, to be based at anyoffice or location outside of **Carrollton, Georgia**; or               (iv) the material breach of this Agreement by the Bank;provided, however, that Good Reason shall not be deemed to exist unlessEmployee first delivers written notice to the Bank of the specific conditions that wouldconstitute Good Reason and the Bank shall have failed to remedy these conditions withinthirty (30) days following its receipt of such notice or, in the event that the conditionsare ones that are not reasonably capable of being remedied within thirty (30) days, the Bankshall have failed to commence such remedy within thirty (30) days after receipt of writtennotice or thereafter shall have failed to diligently pursue such remedy to completion.     5. CHANGE IN CONTROL OF THE BANK.          Subject to the limitations set forth in Sections 9 and 10, in the event of a “Change inControl” (as defined below) during the Term of Employment, and the Employee (i) is terminated bythe Bank from his employment (except “for Cause” as defined in Section 4.2 above) during theone-year period after the Change in Control becomes effective; (ii) voluntarily resigns during the90 day period following the Change in Control1; or (iii) resigns for Good Reason within30 days after the effective date the event giving rise to Good Reason (provided that theresignation must also fall within the one-year period after the Change in Control becomeseffective), then Employee shall be entitled to receive severance compensation in an amount equal to**two hundred**percent (**200**%) of his Base Salary then in effect and any other amounts owing toEmployee at the time of such termination date, which shall be paid in a lump sum within fourteen(14) days following the date of termination or resignation.          For purposes of this Section 5, “Change in Control” of the Bank shall mean the occurrence ofany of the following events that does not also constitute a Non-Control Transaction:               (i) During any twelve (12) month period the individuals who are members of theBoard of the Bank or, if applicable, the Bank’s holding company (the “HoldingCompany”) (the “Incumbent Board”), cease for any reason to constitute at least 50%of the Board of Holding Company; provided, however, that if the election, ornomination for election by the Bank’s or the Holding Company’s shareholders, of anynew director was approved in advance by a vote of at least 50% of the IncumbentBoard, such new director shall, for purposes of this Agreement, be considered as amember of the Incumbent Board (this Section (i) shall apply only with respect to theHolding Company as long as it is the majority shareholder of the Bank).
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               (ii) The acquisition (other than directly from the Bank or the Holding Company)of any voting securities of the Bank or the Holding Company (the “VotingSecurities”) by any “Person” (as the term “person” is used for purposes of Section13(d) or 14(d) of the Exchange Act) immediately after which such Person has“Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under theExchange Act) of 50% or more of the combined voting power of the Bank’s or theHolding Company’s then outstanding Voting Securities.               (iii) Any one Person, or more than one Person acting as a group, acquires (orhas acquired during the 12 month period ending of the date of the most recentacquisition by such Person or Persons) securities of the Company representing 30% ormore of the Voting Securities; provided, however, that the event described in thisparagraph (iii) shall not be deemed to be a Change in Control by virtue of any ofthe following acquisitions: (A) by the Bank or the Holding Company, (B) by anyemployee benefit plan (or related trust) sponsored or maintained by the Bank or theHolding Company, or (C) by an underwriter temporarily holding securities pursuant toan offering of such securities.               (iv) Any one Person, or more than one Person acting as a group, acquires (orhas acquired during the twelve (12)-month period ending on the date of the mostrecent acquisition by such Person or Persons) assets from the Bank or the HoldingCompany that have a total gross fair market value equal to or more than 40% of thetotal gross fair market value of all of the assets of such entity (determinedwithout regard to any liabilities associated with such assets) immediately prior tosuch acquisition or acquisitions, without regard to assets transferred to: (A) ashareholder or owner of the entity (immediately before the asset transfer) inexchange for or with respect to its stock, (B) an organization, 50% or more of thetotal value or voting power of which is owned directly or indirectly, by the entityimmediately after the transfer, (C) a Person, or more than one Person acting as agroup, that owns, directly or indirectly, 50% or more of the total value or votingpower of the entity immediately after the transfer or (D) an organization, at least50% of the total value or voting power of which is owned, directly or indirectly, bya Person, or more than one Person acting as a group, that owns, directly orindirectly, 50% or more of the total value or voting power of the entity immediatelyafter the transfer.          A “Non-Control Transaction” means any merger, consolidation or reorganization or similartransaction in which:               (i) the shareholders of the Bank or the Holding Company immediately before suchmerger, consolidation, reorganization or similar transaction, own, directly orindirectly and in substantially the same proportion as their ownership of the commonstock of the Bank or the Holding Company immediately before such transaction,immediately following such transaction, at least 50% of the combined voting power ofthe outstanding voting securities of
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the corporation resulting from such merger, consolidation or reorganization(the “Surviving Corporation”); and               (ii) immediately following such merger, consolidation or reorganization,members of the Incumbent Board shall constitute at least 50% of the members of theboard of directors of the Surviving Corporation.          Whether a Change in Control shall have occurred shall be determined in accordance with Section409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any guidance issuedthereunder.     6. NONCOMPETE AND NON-SOLICITATION COVENANTS.          6.1 Definitions. In this Agreement the following terms shall have the meanings setforth below:               (a) “Affiliate” shall be used to indicate a relationship to a specified person, firm,corporation, partnership, association or entity, and shall mean any person, firm,corporation, partnership, association or entity that, directly or indirectly or through oneor more intermediaries, controls, is controlled by or is under common control with suchperson, firm, corporation, partnership, association or entity.               (b) “Applicable Period” shall mean twelve (12) months following the effective date ofthe termination of this Agreement.               (c) “Area” shall mean the geographic area within **twenty (20)**miles of the Bank’slocation in **Carrollton, Georgia**.               (d) “Competing Business” shall mean a federally insured financial institution.          6.2 Agreement Not to Compete. Subject to the limitations in the following sentence,the Employee hereby agrees that during his employment by the Bank, and for the Applicable Periodthereafter, he will not (except on behalf of, or with the prior written consent of, the Bank),either directly or indirectly, on his own behalf, or in the service or on behalf of others, workfor, engage or participate in any Competing Business, or control or own (other than ownership ofless than five percent (5%) of the outstanding voting securities of an entity whose votingsecurities are traded on a national securities exchange or quoted on the National Association ofSecurities Dealers, Inc. Automated Quotation System), a beneficial interest in, any CompetingBusiness. The restrictions contained in the preceding sentence shall only apply to any CompetingBusiness located within the Area and shall only apply to service as a principal, partner, officer,director, manager, supervisor, administrator, consultant, executive employee or in any othercapacity which involves the duties and responsibilities similar to those undertaken for the Bank asdescribed in Section 1.
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          6.3 Agreement Not to Solicit Customers. The Employee agrees that during hisemployment by the Bank and for the Applicable Period thereafter, he will not, without the priorwritten consent of the Bank, either directly or indirectly, on his own behalf or in the service oron behalf of others, solicit, divert or appropriate, or attempt to solicit, divert or appropriate,to any Competing Business any customer or client or actively sought prospective customer or clientof the Bank or any Affiliate located in the Area who was serviced by or under the supervision ofthe Employee in the course of his employment within the one (1) year period immediately prior tothe termination of the Employee’s employment with the Bank.          6.4 Agreement Not to Solicit Employees. The Employee agrees that during hisemployment by the Bank and for the Applicable Period thereafter, he will not, either directly orindirectly, on his own behalf or in the service or on behalf of others, solicit, divert or hireaway, or attempt to solicit, divert or hire away, any person employed by the Bank or any of itsAffiliates, whether or not such employee is a full-time, a part-time or a temporary employee andwhether or not such employment is pursuant to a written agreement and whether or not suchemployment is for a determined period or is at will.     7. OWNERSHIP AND PROTECTION OF PROPRIETARY INFORMATION.          7.1 Definitions. The following capitalized terms used in this Section 7 shall havethe meanings assigned to them below, which definitions shall apply to both the singular and theplural forms of such terms:               *“Confidential Information”*means all information regarding the Bank, its activities, businessor clients that is the subject of reasonable efforts by the Bank to maintain its confidentialityand that is not generally disclosed by practice or authority to persons not employed by the Bank,but that does not rise to the level of a Trade Secret. “Confidential Information” shall include,but is not limited to, financial plans and data concerning the Bank; management planninginformation; business plans; operational methods; market studies; marketing plans or strategies;product development techniques or plans; customer lists; details of customer contracts; current andanticipated customer requirements; past, current and planned research and development; businessacquisition plans; and new personnel acquisition plans. “Confidential Information” shall notinclude information that has become generally available to the public by the act of one who has theright to disclose such information without violating any right or privilege of the Bank. Thisdefinition shall not limit any definition of “confidential information” or any equivalent termunder state or federal law.               *“Trade Secret”*means all information, without regard to form, including, but not limited to,technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method,a technique, a drawing, a process, financial data, financial plans, product plans, distributionlists or a list of actual or potential customers, advertisers or suppliers which is not commonlyknown by or available to the public and which information: (A) derives economic value, actual orpotential, from not being generally known to, and not being readily ascertainable by proper meansby, other persons who can obtain economic value from its disclosure or use; and (B) is the subjectof efforts that are reasonable under the circumstances to maintain its secrecy. Without limitingthe foregoing, Trade Secret means any item of
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confidential information that constitutes a “trade secret(s)” under the common law orstatutory law of the State of Georgia.          7.2 Restriction on Disclosure and Use of Confidential Information and Trade Secrets.Employee understands and agrees that the Confidential Information and Trade Secrets constitutevaluable assets of the Bank and its affiliated entities, and may not be converted to Employee’s ownuse. Accordingly, Employee hereby agrees that Employee shall not, directly or indirectly, at anytime during the Term of Employment and a period extending one year thereafter (the “RestrictedPeriod”) reveal, divulge, or disclose to any person not expressly authorized by the Bank anyConfidential Information, and Employee shall not, directly or indirectly, at any time during theRestricted Period use or make use of any Confidential Information in connection with any businessactivity other than that of the Bank. Throughout the term of this Agreement and at all times afterthe date that this Agreement terminates for any reason, Employee shall not directly or indirectlytransmit or disclose any Trade Secret of the Bank to any Person, and shall not make use of any suchTrade Secret, directly or indirectly, for himself or for others, without the prior written consentof the Bank. The parties acknowledge and agree that this Agreement is not intended to, and doesnot, alter either the Bank’s rights or Employee’s obligations under any state or federal statutoryor common law regarding trade secrets and unfair trade practices.               Anything herein to the contrary notwithstanding, Employee shall not be restricted fromdisclosing or using Confidential Information or Trade Secrets that are required to be disclosed bylaw, court order or other legal process; *provided, however,*that in the event disclosure isrequired by law, Employee shall provide the Bank with prompt notice of such requirement so that theBank may seek an appropriate protective order prior to any such required disclosure by Employee.          7.3 Return of Property. Upon request by the Bank, and in any event upon terminationof the employment of the Employee with the Bank for any reason, the Employee will promptly deliverto the Bank all property belonging to the Bank, including, without limitation, all ConfidentialInformation and all Trade Secrets (and all physical embodiments thereof) then in his custody,control or possession.          7.4 Termination. The Employee shall maintain and observe the obligations ofconfidentiality contained in this Agreement with respect to Confidential Information during theterm of his employment with the Bank and at all times following the termination of such employmentfor any reason whatsoever.     8. INJUNCTIVE RELIEF. The Employee agrees that the covenants and agreements containedin Sections 6 and 7 of this Agreement, and the subsections of these Sections, are of the essence ofthis Agreement; that each of such covenants is reasonable and necessary to protect and preserve theinterests and properties of the Bank and the business of the Bank; that the Bank is engaged in thebusiness of the Bank throughout the Area; that irreparable loss and damage will be suffered by theBank should the Employee breach any of such covenants and agreements; and that, in addition toother remedies available to it, the Bank shall be entitled to both temporary and permanentinjunctions to prevent a breach or contemplated breach by the Employee of any of such covenants oragreements.
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     9. EFFECT OF IRC SECTION 280G. Notwithstanding anything in this Agreement to thecontrary, if it shall be determined that any payment or distribution by the Bank to or for thebenefit of Employee pursuant to the terms of this Agreement or otherwise (a “Payment”) is or willbe subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”) then thePayment shall be reduced (but not below zero) if and only to the minimum extent necessary so thatthe Payment to be made or benefit to be provided to the Employee shall not be subject to the ExciseTax. The determination of whether a Payment shall be reduced as provided in this Section 9 and theamount of such reduction shall be made at the Bank’s expense by an independent accounting firmselected by the Bank (“Accounting Firm”). The Accounting Firm shall provide its determination,together with detailed supporting calculations and documentation, to the Bank and the Employeewithin ten (10) days after the Employee’s final day of employment.     10. COMPLIANCE WITH IRC SECTION 409A. Notwithstanding anything in this Agreement tothe contrary, it is intended that any payments or benefit which is provided pursuant to or inconnection with this Agreement which is considered to be deferred compensation subject to Section409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be provided and paid in suchform and at such time, including, without limitation, payment only in connection with a permissiblepayment event as complies with the applicable requirements of Code Section 409A to avoid theunfavorable tax consequences provided therein for noncompliance. If at the time of the Employee’stermination of employment with the Bank the Employee is a “specified employee” as defined inSection 409A of the Code and the deferral of the commencement of any payments or benefits otherwisepayable under this Agreement as a result of such termination of employment is necessary in order toprevent any accelerated or additional tax under Section 409A of the Code, then the Bank will deferthe commencement of the payment of any such payments or benefits under this Agreement (without anyreduction in such payments or benefits ultimately paid or provided to Employee) until the date thatis six months following Employee’s termination of employment with the Bank (or the earliest date asit is permitted under Section 409A of the Code), and if any other payments of money or otherbenefits due to Employee under this Agreement could cause the application of an accelerated oradditional tax under Section 409A of the Code, such payments or other benefits shall be deferred ifdeferral will make such payment or other benefits compliant under Section 409A of the Code, orotherwise such payments or other benefits shall be restructured, to the extent possible, in amanner, determined by the Board, that does not cause such an accelerated or additional tax. TheBank shall consult with Employee in good faith regarding the implementation of the provisions ofthis Section 10; provided that neither the Bank nor any of its employees or representatives shallhave any liability to Employee with respect to such consultations.     11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between theparties hereto regarding employment of Employee, and supersedes and replaces any prior agreementbetween the parties, if any, relating to Employee’s employment with the Bank.     12. ASSIGNMENT. Neither of the parties hereto may assign this Agreement without theprior written consent of the other party hereto except that the Bank may assign the Agreement to asuccessor in interest who agrees, either by consent or by operation of law, to assume the Bank’sobligations under this Agreement.
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     13. SEVERABILITY. Each section and subsection of this Agreement constitutes aseparate and distinct understanding, covenant and provision hereof. In the event that anyprovision of this Agreement shall finally be determined to be unlawful, such provision shall bedeemed to be severed from this Agreement, but every other provision of this Agreement shall remainin full force and effect.     14. ARBITRATION OF EMPLOYMENT DISPUTES.          (a) For purposes of this Section 14, the term “Employment Dispute” shall mean any legal orequitable claim, demand, or controversy of whatever nature or kind, whether in contract, in tort,or under statute, ordinance or regulation or some other law between Employee and the Bank either(i) relating to the interpretation or performance of this Agreement or (ii) in any way related toor arising out Employee’s employment with the Bank or the termination of that employment. Byway of example and without limitation, the term Employment Dispute includes (i) any claims ofemployment discrimination, harassment, or retaliation such as those under Title VII of the CivilRights Act of 1964, as amended, the Age Discrimination in Employment Act, or the Americans withDisabilities Act; (ii) any claims for wages or other employment-related benefits; (iii) any tortclaims related to the employment relationship such as assault, battery, false imprisonment,invasion of privacy, intentional infliction of emotional distress, defamation, or negligence; (iv)any breach of contract or similar claim related to the employment relationship; and (v) anypersonal injury claims not covered by workers’ compensation; provided that, the term“Employment Dispute” does not include any dispute between the Employee and the Bank that cannotlegally be made the subject of mandatory arbitration, and it does not include any dispute betweenEmployee and the Bank related to or arising out Sections 6 or 7 of this Agreement.          (b) Employee and the Bank agree that neither of them may pursue any Employment Dispute againstthe other in federal, state, or local court. Rather, any Employment Disputes between Employee andthe Bank shall be resolved only through final and binding arbitration and not through litigation infederal, state, or local court. Employee and the Bank agree that the applicable then-in-effectrules and procedures established by the American Arbitration Association for the arbitration ofemployment claims shall apply with respect to the administration of an Employment Dispute under theterms of this Agreement. The arbitrator will base his/her decision on the facts presented and inaccordance with governing law, including statutory and judicial authority. The arbitrator shallissue a written decision, which will contain the essential findings and conclusions on which thedecision is based. The arbitrator’s decision will be final and binding upon Employee and the Bank.Employee and the Bank are entitled in arbitration to all remedies that would have been availablehad the Employment Dispute at issue been resolved in court. Except in the case where the disputerelates to Section 5 of this Agreement, in which case the Bank shall pay both parties’ arbitrationexpenses, each party shall bear their own expenses of arbitration.           Employee’s Initials    Bank’s Initials 
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     15. GOVERNING LAW. This Agreement shall in all respects be interpreted, construed andgoverned by and in accordance with the laws of the State of Georgia; provided,however, that Section 14 of this Agreement shall be governed by and construed in accordancewith not only the general contract law of the state of Georgia, but also pursuant to the provisionsof the Federal Arbitration Act, 9 U.S.C. § 1 *et seq*. To the extent the Federal Arbitration Act isfound to be inapplicable to this Agreement, to a particular Employment Dispute, or to Employeebased on his job duties for the Bank, Section 14 of this Agreement shall under such circumstancesbe construed pursuant to the terms of the Georgia Arbitration Code, O.C.G.A. § 9-9-1 *et seq*., andGeorgia contract law.     16. RIGHTS OF THIRD PARTIES. Nothing herein expressed or implied is intended to orshall be construed to confer upon or give to any person, firm or other entity, other than theparties hereto and their permitted assigns, any rights or remedies under or by reason of thisAgreement.     17. AMENDMENT. This Agreement may not be amended orally but only by an instrument inwriting duly executed by the parties hereto.     18. NOTICES. Any notice or other document or communication permitted or required tobe given to Employee pursuant to the terms hereof shall be deemed given if personally delivered toEmployee or sent to him postage prepaid, by registered or certifiedmail, at **William B. Morgan**,__________________________________________ or at any such other address as Employee shall have notified theBank in writing. Any notice or other document or other communication permitted or required to begiven to the Bank pursuant to the terms hereof shall be deemed given if personally delivered orsent to the Bank, postage prepaid, by registered or certified mail, at **First Georgia BankingCompany, ATTN: Human Resources, P.O. Box 2578, Carrollton, GA 30112**, or at such other address asthe Bank shall have notified Employee in writing. All notices personally delivered shall be deemedreceived on the date delivered. All notices sent by postage-prepaid, registered or certified mailshall be deemed received on the actual date of receipt, or when refused or returned because offailure to claim if mailed return-receipt requested.     19. WAIVER. The waiver by either party hereto of a breach of any provision of thisAgreement by the other shall not operate or be construed as a waiver of any subsequent breach ofthe same or any other provision of this Agreement by the breaching party.     20. OPPORTUNITY TO REVIEW. Employee represents and acknowledges that he has carefullyread and understands all of the provisions of this Agreement, and that he is voluntarily enteringinto this Agreement. Employee further acknowledges and confirms that the only considerations forhis signing this Agreement are the terms and conditions stated in writing in this Agreement, andthat no other promise or agreement of any kind, other than those set out in writing in thisAgreement, has been made to him by any person to cause him to sign this Agreement.***(Signatures on following page.)***
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered as of the day and year first above written.      **FIRST GEORGIA BANKING COMPANY**