Common use of CHANGE IN CONTROL OF THE BANK Clause in Contracts

CHANGE IN CONTROL OF THE BANK. In the event of a "Change in Control" of the Bank during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "Change in Control" of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgia.

CHANGE IN CONTROL OF THE BANK. In the event of a "Change in Control" of the Bank during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 7572, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "Change in Control" of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgia.

CHANGE IN CONTROL OF THE BANK. In Subject to the limitations set forth in Sections 9 and 10, in the event of a "“Change in Control" of the Bank ” (as defined below) during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either the Employee (i) is terminated by the Bank from his employment (except "“for Cause" ” as defined in Section 4.2 above), ) during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or ; (ii) has a "voluntarily resigns during the 90 day period following the Change in Duties Control1; or Salary" as defined below and resigns, during both (iii) resigns for Good Reason within 30 days after the Term of Employment and effective date the event giving rise to Good Reason (provided that the resignation must also fall within the one-year period after the Change in Control becomes effective, as a result of such change), then Executive Employee shall be entitled to receive severance compensation in an amount equal to one two hundred fifty percent (150200%) of his Base Salary then in effect and any other amounts owing to Executive Employee at the time of such termination date, which shall be paid in a lump sum within 14 fourteen (14) days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: (i) During any transactiontwelve (12) month period the individuals who are members of the Board of the Bank or, whether if applicable, the Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), cease for any reason to constitute at least 50% of the Board of Holding Company; provided, however, that if the election, or nomination for election by mergerthe Bank’s or the Holding Company’s shareholders, consolidationof any new director was approved in advance by a vote of at least 50% of the Incumbent Board, asset salesuch new director shall, tender offerfor purposes of this Agreement, reverse stock split be considered as a member of the Incumbent Board (this Section (i) shall apply only with respect to the Holding Company as long as it is the majority shareholder of the Bank). (ii) The acquisition (other than directly from the Bank or otherwise, which results in the acquisition Holding Company) of beneficial ownership any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock combined voting power of the Bank;’s or the Holding Company’s then outstanding Voting Securities. (iiiii) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Bank; or such entity (iiidetermined without regard to any liabilities associated with such assets) the liquidation immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Bank. For purposes entity (immediately before the asset transfer) in exchange for or with respect to its stock, (B) an organization, 50% or more of this Agreementthe total value or voting power of which is owned directly or indirectly, "Change in Duties or Salary" of Executive shall mean any of: by the entity immediately after the transfer, (iC) a change in duties and responsibilities Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of Executive from those duties and responsibilities the total value or voting power of Executive for the Bank in effect at entity immediately after the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; transfer or (iiiD) a change in the place of assignment of Bank from Fayettevillean organization, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office at least 50% of the Bank in Fayettevilletotal value or voting power of which is owned, Georgiadirectly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer.

CHANGE IN CONTROL OF THE BANK. (a) This Agreement shall be binding upon and inure to the benefit of all successors and assigns of the Bank and Executive. In the event of a "Change change in Control" control of the Bank during Bank, the Term of Employment, as defined herein, entire Account Balance provided for hereof shall become vested and if as a result of any such Change in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which shall be immediately paid in a lump sum within 14 days following full to the date of termination or resignation. Executive. (b) For purposes of this Section 5Agreement, "Change a change in Control" of the Bank control shall mean: (i) any transactionThe acquisition by a person or persons acting in concert of the power to vote twenty-five percent (25%) or more of a class of the voting securities of Emerald Financial Corp. ("Corporation"), whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any a person or entity or any group of persons or entities acting in concert, with the exception of the Bankpower to direct the Corporation's management or policies, if the Board of Directors or the Bank's shareholders, Office of 50% Thrift Supervision or more successor regulatory agency has made a determination that such acquisition constitutes or will constitute an acquisition of control of the outstanding shares of common stock Corporation for the purposes of the BankSavings and Loan Holding Company Act or the Change in Bank Control Act and the regulations thereunder; (ii) during any period of two (2) consecutive years during the sale term of all or substantially all this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the assets Bank or Corporation cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two thirds (2/3) of the Bank; ordirectors then in office who were directors in office at the beginning of the period: (iii) the liquidation Corporation shall have merged into or consolidated with another corporation, or merged another corporation into the Corporation, on a basis whereby less than fifty percent (50%) of the Bank. For purposes of this Agreement, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office total voting power of the Bank in Fayettevillesurviving corporation is represented by shares held by former shareholders of the Corporation prior to such merger or consolidation: or (iv) the Corporation shall have sold substantially all of its assets to another person. The term "person" refers to an individual, Georgiacorporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or other entity.

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in Paragraph 5(d)(iv) below) and in the event that within ninety (90) days following the consummation of the Change in Control (A) Executive voluntarily terminates his employment with the Bank (or its successors) or (B) the Bank (or its successors) notifies Executive that it elects to terminate Executive's employment with the Bank (or its successors) for any or no reason, then Executive shall promptly be paid a lump sum payment (the "Change of Control Payment") equal to: (1) Two times his then Base Salary; plus (2) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control, or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times Executive's Incentive Compensation for the penultimate year prior to the Change in Control or equal to two times the Incentive Benefits Foregone, whichever is greater if no Incentive Compensation has been paid prior to the Change in Control, PROVIDED, HOWEVER, that the total amount of the Change of Control Payment shall not exceed an amount equal to three times the average of the Executive's annualized compensation paid by the Bank and its affiliates which was includible in the Executive's gross income during the most recent five taxable years (or such lesser number of years equal to the number of years Executive was employed by the Bank) ending before the date of the Change of Control (i.e. amounts includible in compensation, including base salary and cash annual incentive prior to any deferred arrangements, and defined as the individual's "base amount" under Section 280G of the Internal Revenue Code of 1986, as amended). Upon such termination, however, Executive shall not be paid any Severance Payment (as defined below) which would otherwise be payable to Executive under this Agreement -- the Change in Control Payment replacing any such Severance Payment. (ii) In the event neither Executive nor the Bank (or its successors) elects to terminate Executive's employment as provided in (i) above within ninety (90) days following a Change in Control, the Bank (or its successor) shall either (A) promptly pay the Change of Control Payment to Executive or (B) offer Executive a new two (2) year employment agreement containing terms no less favorable than the terms of this Agreement existing on the date of the Change in Control. (iii) In the event of a Change in Control and in the event Executive shall elect to terminate his employment as provided in section (i) above for any or no reason, such termination shall not be deemed a breach of this Agreement. (iv) For purposes of this Agreement the term "Change in Control" of the Bank during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "Change in Control" of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgia.

CHANGE IN CONTROL OF THE BANK. a. In the event of a "Change change in Controlcontrol" of the Bank during the Term of EmploymentEmployer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if as a result of any such Change any, received by Executive in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the Change date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in Control becomes effectivecontrol of the Employer, from whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his employment hereunder and before he reaches age 75election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) has a "Change the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in Duties or Salary" as defined below and resigns, during both connection with any change in control of the Term of Employment and the one-year period after the Change Employer. The severance payments provided for in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which this Section 10.b. shall be paid in a lump sum within 14 full not later than ten (10) days following after the date of notice of termination by Executive under this Section 10 or resignationten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. Further, upon a "change in control", the Company and the Bank shall cause the Key Man whole life insurance policy on Executive in the face amount of $500,000, currently owned by and maintained for the benefit of the Company and the Bank, to be conveyed to Executive on a fully paid-up basis. The Company and the Bank, in so doing, will relinquish any interest in benefits under the policy. During the term of this agreement and any extensions and renewals thereof, the Company and the Bank shall continue to fund premiums in such amounts to ensure the continuation of benefits under the policy. This conveyance is not contingent upon the notice requirements set forth in this Section 10. d. For purposes of this Section 510, "Change change in Controlcontrol" of the Bank Employer shall mean: (i) 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split split, or otherwise, which results in the acquisition of or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock Common Stock of the Bank;Employer. (ii) 2. the sale of all or substantially all of the assets of the BankEmployer; or (iii) 3. the liquidation of the Bank. For purposes Employer. e. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of this Agreementthe Internal Revenue Code, "Change in Duties or Salary" of Executive the payments shall mean any of: (i) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for be reduced to the Bank in effect at the time a Change in Control occurslargest amount, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgiawould not constitute an "Excess Parachute Payment".

CHANGE IN CONTROL OF THE BANK. a. In the event of a "Change change in Controlcontrol" of the Bank during the Term of EmploymentBank, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if as a result of any such Change any, received by Executive in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period immediately preceding the change in control. In the event "change in control" shall occur within the first year of this Agreement, the severance compensation shall be equal to the payments due during the first year of the Agreement. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the Change date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in Control becomes effectivecontrol of the Bank, from whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Bank issuable upon exercise of stock options to which Executive is entitled under this Agreement, an amount in cash or Common Stock of the Bank or any other company into which shares of the Bank are convertible (or any combination thereof) as Executive shall in his employment hereunder and before he reaches age 75election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Bank if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) has a "Change the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Bank's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock in Duties or Salary" as defined below and resigns, during both connection with any change in control of the Term of Employment and the one-year period after the Change Bank. The severance payments provided for in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which this Section 10.b. shall be paid in a lump sum within 14 full not later than ten (10) days following after the date of notice of termination by Executive under this Section 10 or resignation. ten (10) days after the date of closing of the transaction effecting the change in control of the Bank, whichever is later. c. For purposes of this Section 510, "Change change in Controlcontrol" of the Bank shall mean: (i) 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split split, or otherwise, which results in the acquisition of or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock Common Stock of the Bank;. (ii) 2. the sale of all or substantially all of the assets of the Bank; or (iii) 3. the liquidation of the Bank. For purposes of . d. If any payments to be made under this Agreement, Section 10 constitute an "Change Excess Parachute Payment" as that term is defined in Duties or Salary" of Executive shall mean any of: (iSection 280(g) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in FayettevilleInternal Revenue Code, Georgiathe payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "Change change in Controlcontrol" of the Bank during the Term of EmploymentEmployer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if as a result of any such Change any, received by Executive in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the Change date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in Control becomes effectivecontrol of the Employer, from whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his employment hereunder and before he reaches age 75election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) has a "Change the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in Duties or Salary" as defined below and resigns, during both connection with any change in control of the Term of Employment and the one-year period after the Change Employer. The severance payments provided for in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which this Section 10.b. shall be paid in a lump sum within 14 full not later than ten (10) days following after the date of notice of termination by Executive under this Section 10 or resignation. ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 510, "Change change in Controlcontrol" of the Bank Employer shall mean: (i) 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split split, or otherwise, which results in the acquisition of or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock Common Stock of the Bank;Employer. (ii) 2. the sale of all or substantially all of the assets of the BankEmployer; or (iii) 3. the liquidation of the Bank. For purposes of Employer. d. If any payments to be made under this Agreement, Section 10 constitute an "Change Excess Parachute Payment" as that term is defined in Duties or Salary" of Executive shall mean any of: (iSection 280(g) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in FayettevilleInternal Revenue Code, Georgiathe payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. In the event of a "“Change in Control" of the Bank ” during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either (i) the Employee is terminated by the Bank (except "“for Cause" ” as defined in Section 4.2 above), ) or the Employee voluntarily resigns during both the Term of Employment and the one-year period after the Change in Control becomes effectiveControl, from his employment hereunder and but before he reaches age 75, or (ii) has a "Change in Duties or Salary" as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive Employee shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent three (150%3) of times the sum of: (i) his Base Salary then in effect and (ii) the bonus paid to Employee for the previous year. Employee shall also be entitled to any other amounts owing to Executive Employee at the time of such termination date, which . All amounts payable to Employee pursuant to this Section 5 shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: (i) During any transactiontwelve (12) month period the individuals who are members of the Board of Mountain Valley Bancshares, whether Inc., the Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), cease for any reason to constitute at least 50% of the Board of the Holding Company; provided, however, that if the election, or nomination for election by mergerthe Holding Company’s shareholders, consolidationof any new director was approved in advance by a vote of at least 50% of the Incumbent Board, asset salesuch new director shall, tender offerfor purposes of this Agreement, reverse stock split be considered as a member of the Incumbent Board. (ii) A future acquisition (other than directly from the Bank or otherwise, which results in the acquisition Holding Company) of beneficial ownership any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock combined voting power of the Bank’s or the Holding Company’s then outstanding Voting Securities. (iii) Any Person, or more than one Person acting as a group, acquires (or has acquired during the 12 month period ending of the date of the most recent acquisition by such Person or Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities; (iiiv) when any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale twelve (12)-month period ending on the date of all the most recent acquisition by such Person or substantially Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Bank; or such entity (iiidetermined without regard to any liabilities associated with such assets) the liquidation immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Bank. For purposes entity (immediately before the asset transfer) in exchange for or with respect to its stock, (B) an organization, 50% or more of this Agreementthe total value or voting power of which is owned directly or indirectly, "Change in Duties or Salary" of Executive shall mean any of: by the entity immediately after the transfer, (iC) a change in duties and responsibilities Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of Executive from those duties and responsibilities the total value or voting power of Executive for the Bank in effect at entity immediately after the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; transfer or (iiiD) a change in the place of assignment of Bank from Fayettevillean organization, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office at least 50% of the Bank in Fayettevilletotal value or voting power of which is owned, Georgiadirectly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer.

CHANGE IN CONTROL OF THE BANK. In the event of a "“Change in Control" ” of the Bank during the Term of EmploymentEmployment or any extension thereof, as defined herein, and if as a result of any such Change in Control Executive Employee either (i) is terminated (except "“for Cause" ” as defined in Section 4.2 above), during both the Term of Employment or any extension thereof and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "“Change in Duties or Salary" ” as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive Employee shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent two (150%2) of times i) his Base Salary then in effect and any other Cash Compensation for the most recently completed calendar year plus ii) the annualized amounts owing to Executive at being paid for the time of such termination date, which Executive’s benefits participation level for the most recently completed calendar year. Such severance compensation shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's ’s Board of Directors or the Bank's ’s shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "“Change in Duties or Salary" ” of Executive EMPLOYEE shall mean any of: (i) a change in duties and responsibilities of Executive EMPLOYEE from those duties and responsibilities of Executive EMPLOYEE for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville▇▇▇ County, GeorgiaAlabama, to any other city or geographical location that is located further than 15 25 miles from ▇▇▇ County, Alabama. If the principal office amount payable pursuant to this Section 5, together with all other payments and the value attributable to the immediate vesting of unvested options, restricted stock or any other deferred benefits or awards, excluding qualified benefit plans, (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Bank Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in Fayettevilleno portion of the Payment being subject to the Excise Tax or (y) the largest portion, Georgiaup to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, Employee shall be given the right to select the order of any required reduction.

CHANGE IN CONTROL OF THE BANK. In the event of a "“Change in Control" ” of the Bank during the Term of EmploymentEmployment or any extension thereof, as defined herein, and if as a result of any such Change in Control Executive EMPLOYEE either (i) is terminated (except "“for Cause" ” as defined in Section 4.2 above), during both the Term of Employment or any extension thereof and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or (ii) has a "“Change in Duties or Salary" ” as defined below and resigns, during both the Term of Employment and the one-year period after the Change in Control becomes effective, as a result of such change, then Executive EMPLOYEE shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary for the balance of the initial term of this Agreement or any extension thereof. By way of example if EMPLOYEE is due compensation under this provision after he has completed 12 months under this Agreement then the Bank would be obligated to pay EMPLOYEE 24 months of compensation at EMPLOYEE’s base salary amount in effect at the time of his termination and any other amounts owing to Executive EMPLOYEE at the time of such termination date, which shall be paid in a lump sum within 14 days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results in the acquisition of beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's ’s Board of Directors or the Bank's ’s shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes of this Agreement, "“Change in Duties or Salary" ” of Executive EMPLOYEE shall mean any of: (i) a change in duties and responsibilities of Executive EMPLOYEE from those duties and responsibilities of Executive EMPLOYEE for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville▇▇▇ County, GeorgiaAlabama, to any other city or geographical location that is located further than 15 25 miles from the principal office of the Bank in Fayetteville▇▇▇ County, GeorgiaAlabama.

CHANGE IN CONTROL OF THE BANK. In Subject to the limitations set forth in Sections 9 and 10, in the event of a "“Change in Control" of the Bank ” (as defined below) during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either the Employee (i) is terminated by the Bank from his employment (except "“for Cause" ” as defined in Section 4.2 above), ) during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or ; (ii) has a "voluntarily resigns during the 90 day period following the Change in Duties Control; or Salary" as defined below and resigns, during both (iii) resigns for Good Reason within 30 days after the Term of Employment and effective date the event giving rise to Good Reason (provided that the resignation must also fall within the one-year period after the Change in Control becomes effective, as a result of such change), then Executive Employee shall be entitled to receive severance compensation in an amount equal to one two hundred fifty percent (150200%) of his Base Salary then in effect and any other amounts owing to Executive Employee at the time of such termination date, which shall be paid in a lump sum within 14 fourteen (14) days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: (i) During any transactiontwelve (12) month period the individuals who are members of the Board of the Bank or, whether if applicable, the Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), cease for any reason to constitute at least 50% of the Board of Holding Company; provided, however, that if the election, or nomination for election by mergerthe Bank’s or the Holding Company’s shareholders, consolidationof any new director was approved in advance by a vote of at least 50% of the Incumbent Board, asset salesuch new director shall, tender offerfor purposes of this Agreement, reverse stock split be considered as a member of the Incumbent Board (this Section (i) shall apply only with respect to the Holding Company as long as it is the majority shareholder of the Bank). (ii) The acquisition (other than directly from the Bank or otherwise, which results in the acquisition Holding Company) of beneficial ownership any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock combined voting power of the Bank;’s or the Holding Company’s then outstanding Voting Securities. (iiiii) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Bank; or such entity (iiidetermined without regard to any liabilities associated with such assets) the liquidation immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Bank. For purposes entity (immediately before the asset transfer) in exchange for or with respect to its stock, (B) an organization, 50% or more of this Agreementthe total value or voting power of which is owned directly or indirectly, "Change in Duties or Salary" of Executive shall mean any of: by the entity immediately after the transfer, (iC) a change in duties and responsibilities Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of Executive from those duties and responsibilities the total value or voting power of Executive for the Bank in effect at entity immediately after the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; transfer or (iiiD) a change in the place of assignment of Bank from Fayettevillean organization, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office at least 50% of the Bank in Fayettevilletotal value or voting power of which is owned, Georgiadirectly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer.

CHANGE IN CONTROL OF THE BANK. In Subject to the limitations set forth in Sections 9 and 10, in the event of a "“Change in Control" of the Bank ” (as defined below) during the Term of Employment, as defined herein, and if as a result of any such Change in Control Executive either the Employee (i) is terminated by the Bank from her employment (except "“for Cause" ” as defined in Section 4.2 above), ) during both the Term of Employment and the one-year period after the Change in Control becomes effective, from his employment hereunder and before he reaches age 75, or ; (ii) has a "voluntarily resigns during the 90 day period following the Change in Duties Control; or Salary" as defined below and resigns, during both (iii) resigns for Good Reason within 30 days after the Term of Employment and effective date the event giving rise to Good Reason (provided that the resignation must also fall within the one-year period after the Change in Control becomes effective, as a result of such change), then Executive Employee shall be entitled to receive severance compensation in an amount equal to one two hundred fifty percent (150200%) of his her Base Salary then in effect and any other amounts owing to Executive Employee at the time of such termination date, which shall be paid in a lump sum within 14 fourteen (14) days following the date of termination or resignation. For purposes of this Section 5, "“Change in Control" ” of the Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: (i) During any transactiontwelve (12) month period the individuals who are members of the Board of the Bank or, whether if applicable, the Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), cease for any reason to constitute at least 50% of the Board of Holding Company; provided, however, that if the election, or nomination for election by mergerthe Bank’s or the Holding Company’s shareholders, consolidationof any new director was approved in advance by a vote of at least 50% of the Incumbent Board, asset salesuch new director shall, tender offerfor purposes of this Agreement, reverse stock split be considered as a member of the Incumbent Board (this Section (i) shall apply only with respect to the Holding Company as long as it is the majority shareholder of the Bank). (ii) The acquisition (other than directly from the Bank or otherwise, which results in the acquisition Holding Company) of beneficial ownership any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock combined voting power of the Bank;’s or the Holding Company’s then outstanding Voting Securities. (iiiii) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Bank; or such entity (iiidetermined without regard to any liabilities associated with such assets) the liquidation immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Bank. For purposes entity (immediately before the asset transfer) in exchange for or with respect to its stock, (B) an organization, 50% or more of this Agreementthe total value or voting power of which is owned directly or indirectly, "Change in Duties or Salary" of Executive shall mean any of: by the entity immediately after the transfer, (iC) a change in duties and responsibilities Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of Executive from those duties and responsibilities the total value or voting power of Executive for the Bank in effect at entity immediately after the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; transfer or (iiiD) a change in the place of assignment of Bank from Fayettevillean organization, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office at least 50% of the Bank in Fayettevilletotal value or voting power of which is owned, Georgiadirectly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer.

CHANGE IN CONTROL OF THE BANK. a. In the event of a "Change change in Controlcontrol" of the Bank during the Term of EmploymentEmployer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if as a result of any such Change any, received by Executive in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the Change date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in Control becomes effectivecontrol of the Employer, from whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his employment hereunder and before he reaches age 75election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) has a "Change the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in Duties or Salary" as defined below and resigns, during both connection with any change in control of the Term of Employment and the one-year period after the Change Employer. The severance payments provided for in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which this Section 10.b. shall be paid in a lump sum within 14 full not later than ten (10) days following after the date of notice of termination by Executive under this Section 10 or resignationten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. Further, upon a "change in control", the Company and the Bank shall cause the Key Man whole life insurance policy on Executive in the face amount of $500,000, currently owned by and maintained for the benefit of the Company and the Bank, to be conveyed to Executive on a fully paid-up basis. The Company and the Bank, in so doing, will relinquish any interest in benefits under the policy. During the term of this agreement and any extensions and renewals thereof, the Company and the Bank shall continue to fund premiums in such amounts to ensure the continuation of benefits under the policy. This conveyance is not contingent upon the notice requirements set forth in this Section 10. d. For purposes of this Section 510, "Change change in Controlcontrol" of the Bank Employer shall mean: (i) 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split split, or otherwise, which results in the acquisition of or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock Common Stock of the Bank;Employer. (ii) 2. the sale of all or substantially all of the assets of the BankEmployer; or (iii) 3. the liquidation of the Bank. For purposes of Employer. e. If any payments to be made under this Agreement, Section 10 constitute an "Change Excess Parachute Payment" as that term is defined in Duties or Salary" of Executive shall mean any of: (iSection 280(g) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in FayettevilleInternal Revenue Code, Georgiathe payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "Change change in Controlcontrol" of the Bank during the Term of EmploymentEmployer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if as a result of any such Change any, received by Executive in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the Change date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in Control becomes effectivecontrol of the Employer, from whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive isentitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his employment hereunder and before he reaches age 75election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) has a "Change the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in Duties or Salary" as defined below and resigns, during both connection with any change in control of the Term of Employment and the one-year period after the Change Employer. The severance payments provided for in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which this Section 10.b. shall be paid in a lump sum within 14 full not later than ten (10) days following after the date of notice of termination by Executive under this Section 10 or resignation. ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 510, "Change change in Controlcontrol" of the Bank Employer shall mean: (i) 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split split, or otherwise, which results in the acquisition of or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock Common Stock of the Bank;Employer. (ii) 2. the sale of all or substantially all of the assets of the BankEmployer; or (iii) 3. the liquidation of the Bank. For purposes of Employer. d. If any payments to be made under this Agreement, Section 10 constitute an "Change Excess Parachute Payment" as that term is defined in Duties or Salary" of Executive shall mean any of: (iSection 280(g) a change in duties and responsibilities of Executive from those duties and responsibilities of Executive for the Bank in effect at the time a Change in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in FayettevilleInternal Revenue Code, Georgiathe payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "Change change in Controlcontrol" of the Bank during the Term of EmploymentEmployer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if as a result of any such Change any, received by Executive in Control Executive either (i) is terminated (except "for Cause" as defined in Section 4.2 above), during both the Term of Employment and the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the Change date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in Control becomes effectivecontrol of the Employer, from whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his employment hereunder and before he reaches age 75election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) has a "Change the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in Duties or Salary" as defined below and resigns, during both connection with any change in control of the Term of Employment and the one-year period after the Change Employer. The severance payments provided for in Control becomes effective, as a result of such change, then Executive shall be entitled to receive severance compensation in an amount equal to one hundred fifty percent (150%) of his Base Salary then in effect and any other amounts owing to Executive at the time of such termination date, which this Section 10.b. shall be paid in a lump sum within 14 full not later than ten (10) days following after the date of notice of termination or resignation. For purposes of by Executive under this Section 510 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. d. Further, upon a "Change change in Control" of control", the Company and the Bank shall mean: (i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split or otherwise, which results cause the Key Man whole life insurance policy on Executive in the acquisition face amount of beneficial ownership (as such term is defined under rules $500,000, currently owned by and regulations promulgated maintained for the benefit of the Company and the Bank, to be conveyed to Executive on a fully paid-up basis. The Company and the Bank, in so doing, will relinquish any interest in benefits under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities acting in concert, with policy. During the exception of the Bank's Board of Directors or the Bank's shareholders, of 50% or more of the outstanding shares of common stock of the Bank; (ii) the sale of all or substantially all of the assets of the Bank; or (iii) the liquidation of the Bank. For purposes term of this Agreementagreement and any extensions and renewals thereof, "Change in Duties or Salary" of Executive shall mean any of: (i) a change in duties the Company and responsibilities of Executive from those duties and responsibilities of Executive for the Bank shall continue to fund premiums in effect at such amounts to ensure the time a Change continuation of benefits under the policy. This conveyance is not contingent upon the notice requirements set forth in Control occurs, which change results in the assignment of duties and responsibilities inferior to those duties and responsibilities of Bank at the time such Change in Control occurs; (ii) a reduction in rate of annual salary from such rate in effect at the time of Change in Control; or (iii) a change in the place of assignment of Bank from Fayetteville, Georgia, to any other city or geographical location that is located further than 15 miles from the principal office of the Bank in Fayetteville, Georgiathis Section 10.