EMPLOYMENT AGREEMENT

Execution Copy

THIS AGREEMENT (“Agreement”) is made on, and as of, the ________ day of ____________, 2008 (“Effective Date”), by and between The Park Avenue Bank (the “Bank”) and Nicole S. Stokes (the “Employee”).

The Board of Directors of the Bank (the “Board”) has determined that it is in the best interests of the Bank to retain the Employee’s services and to reinforce and encourage the continued attention and dedication of the Employee to her assigned duties, without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Bank or the assertion of claims and actions against employees.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Bank and the Employee hereby agree as follows:

1.            Employment .  Upon the terms and subject to the conditions contained in this Agreement, the Employee agrees to provide full-time services for the Bank during the term of this Agreement.  The Employee agrees to devote her best efforts to the business of the Bank, and shall perform her duties in a diligent, trustworthy, and business-like manner, all for the purpose of advancing the business of the Bank.

2.            Duties .  The Employee shall hold the title of Vice President and Controller of the Bank, and shall report directly to such officer of the Bank designated by the President and Chief Executive Officer of the Bank.  The Employee shall render such administrative and management services for the Bank as are contemplated by the by-laws of the Bank, including those services currently rendered by her in such executive capacity.  The Employee shall also promote, by entertainment or otherwise, as and to the extent permitted by law, the business of the Bank.

3.            Employment Term .  Subject to the terms and conditions hereof, the Bank agrees to employ, and the Employee hereby accepts employment under this Agreement, for two (2) years, commencing on the Effective Date, subject to the terms of this Agreement.  Additionally, subject to the terms of this Agreement, and in the sole discretion of the Board, this Agreement may be renewed annually, on or before the anniversary of the Effective Date, for another one (1) year period, with Board approval.  In the absence of a renewal, this Agreement will expire at the end of any current two (2) year term.

4.            Compensation and Benefits .

(a)            Base Salary .  As of the Effective Date of this Agreement, the Bank agrees to pay the Employee, during the term of this Agreement, an annual salary (“Base Salary”), initially at the rate of $105,362   per annum, payable in accordance with Bank’s normal payroll practices, with such payroll deductions and withholdings as are required by law.   The Employee’s Base Salary shall be reviewed no less frequently than annually and may be increased (but not reduced) at the discretion of the Board (or a committee thereof) and, as so increased, shall, then, constitute the Employee’s Base Salary hereunder.

(b)            Annual Incentive Payment . In addition to other compensation to be paid under this Section 4, each year, during the term of this Agreement, the Employee shall be eligible to receive an annual incentive payment (the “Annual Incentive Payment”), which shall be a percent of Base Salary.  The amount actually awarded and paid to the Employee each year will be determined by the Board and will be based on specific performance criteria to be identified under a separate communication.  Any payments made under this section shall be paid as soon as is practicable following the close of the Bank’s financial statements for the preceding year but no later than March 15 following the calendar year in which the Annual Incentive Payment is earned.  For terminations of this Agreement prior to the end of the year, other than terminations pursuant to subsections (b), (c), (d) and (e) of Section 5 below, the Annual Incentive Payment shall be prorated and the Employee shall earn that portion of the Annual Incentive Payment allocable to the portion of the year of her employment.

(c)    Vacation .  The Employee shall be entitled to the number of days of paid vacation, plus all scheduled bank holidays, during each full year of her employment hereunder, in accordance with the general terms of the vacation policy adopted by the Bank.  In addition, upon any termination of employment, except a termination pursuant to Section 5(b) below, the Employee will be paid any remaining accrued vacation that has not been taken through the date of termination.

(d)    Reimbursement of Expenses .  The Bank shall reimburse the Employee in accordance with Bank’s expense reimbursement policies for all reasonable, ordinary and necessary business expenses incurred by the Employee in the course of her duties conducted on behalf of the Bank.    The Bank shall also reimburse Employee’s reasonable expenses for attending continuing education courses necessary to maintain any certifications or licenses Employee may hold.  Additionally, all such reimbursements must satisfy each of the following requirements: (i) the reimbursement is provided for an expense that is incurred during the term of this Agreement, (ii) the amount of reimbursable expenses incurred in one of the Employee’s taxable years cannot affect the amount of reimbursable expenses available in another taxable year of the Employee, and (iii) the reimbursement payment is made no later than the end of the Employee’s taxable year following the Employee’s taxable year in which the expense is incurred.

(e)    Employee Benefits .  The Employee shall be entitled to participate in any employee benefit plans, now existing or established hereafter, that are generally available to employees of the Bank or senior officers of the Bank, and to all normal perquisites provided to senior officers of the Bank, provided Employee is otherwise qualified to participate in such plans or programs.  As part of its normal course of business, the Bank may amend and/or terminate employee benefits in its absolute and sole discretion.

(f)    Benefits Not in Lieu of Compensation .  No employee benefit or perquisite provided to the Employee, under this Agreement or otherwise, shall be deemed to be in lieu of Base Salary, bonus, or other compensation that is otherwise payable under this Agreement, provided that the reporting of any benefits shall be consistent with IRS regulations.

(g)    Vesting of Options on Retirement . Upon the termination of the Employee’s employment under this Agreement, caused by the retirement of the Employee under the retirement policies of the Bank, the Employee will immediately vest in any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Employee is participating.

(a)           For purposes of this Agreement, “Good Reason” shall mean any action taken by the Bank, without the prior written consent of the Employee, that results in (i) a diminution in the Employee’s Base Salary, (ii) a material diminution in the Employee’s authority, duties, or responsibilities with the Bank, (iii) an action or inaction by the Bank that constitutes a material breach by the Bank of this Agreement; or (iv) any requirement of the Bank that the Employee relocate the office, from which she provides services to the Bank, more than fifty (50) miles from the offices of her present employment.

If a condition exists, as a result of actions taken by the Bank without the prior written consent of the Employee, that would create a Good Reason for the Employee to terminate this Agreement, and the Employee desires to terminate this Agreement for Good Reason, the Employee must first provide written notice to the Bank within ninety (90) days of the initial existence of the condition.  Once notice is provided, the Bank has thirty (30) days to cure the condition to the Employee’s satisfaction.  If the condition is not remedied by the Bank within the thirty (30) day cure period, then the Employee may terminate this Agreement for Good Reason, and the Bank shall pay to the Employee, as the Employee’s sole remedy hereunder, a severance payment equal to one-half (1/2) times the Employee’s “Average Annual Compensation”, as defined in Section 6(b).  This severance payment shall be made by the Bank within thirty (30) days of the date of termination.

(b)    Cause .  Notwithstanding any provision of this Agreement to the contrary, the Bank shall terminate this Agreement, and shall not pay any benefit under this Agreement, if the Bank determines that the Employee committed one of the following acts while in the employ of the Bank, any of which acts shall constitute “Cause” for such termination:

(i)           Gross negligence in, or gross neglect with respect to, her duties;

(ii)           A material breach of this Agreement;

The termination of this Agreement for Cause shall only occur after the Board, in its sole and absolute discretion, has made a determination of “Cause”.

(c)           Death .  This Agreement shall be terminated automatically upon the death of the Employee.  In addition, the Employee will immediately vest in any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Employee is participating at the time of termination of her employment.

(i)           The Employee shall designate a beneficiary by filing a written designation with the Bank.  The Employee may revoke or modify the designation at any time by filing a new designation.  However, designations will only be effective if signed by the Employee and received by the Bank during the Employee's lifetime.  The Employee's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Employee, or if the Employee names a spouse as beneficiary and the marriage is subsequently dissolved.  If the Employee dies without a valid beneficiary designation, all payments shall be made to the Employee's estate.

(ii)           If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incapacitated person or incapable person.  The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit.  Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

(d)            Disability .  Both Employee and the Bank acknowledge and agree that, pursuant to this Agreement, Employee will assume a significant position with the Bank, which will require her consistent attention and presence.  Therefore, if (i) Employee has a medically-qualified condition, and, as a result of such condition, is unable to perform her duties and responsibilities as Vice President and Controller of the Bank and/or is unable to be present at work for more than ninety (90) consecutive days; or (ii) Employee otherwise qualifies for long-term disability by (a) a determination of total disability by the Social Security Administration, or (b) a determination of disability as defined under the Bank’s long-term disability policy (provided the disability definition is compliant with the requirements provided under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”)), then Employee acknowledges and agrees that such circumstances indicate that Employee is unable to perform the essential functions of her duties and responsibilities, and the Bank may terminate this Agreement and Employee’s employment. Unless otherwise determined by Section 5(g), after the termination for disability, the Bank shall continue to pay the Employee her Base Salary, at the then-effective rate, for a period of six (6) months, and during such period of time the Employee may continue to participate in all of the Bank’s employee benefit plans.  In addition, the Employee will immediately vest in any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Employee is participating at the time of termination of her employment.

(e)            Voluntary Resignation .  If the Employee shall voluntarily terminate her employment for other than Good Reason, as defined in Section 5(a), this Agreement shall terminate immediately, and the Bank shall have no further obligation to make any payment under this Agreement which has not already become payable; provided , however , that, with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Employee is participating at the time of termination of her employment, the Employee’s rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Employee which may then be in effect.

(f)            Involuntary Termination Without Cause .  If during the term of this Agreement, the Employee’s employment is involuntarily terminated by the Bank without Cause, then the Bank shall pay to the Employee, as the Employee’s sole remedy hereunder, a severance payment equal to one-half (1/2) times the Employee’s Average Annual Compensation.  This severance payment shall be made by the Bank within thirty (30) days of the date of termination.  A termination of the Employee’s employment for disability, as contemplated under Section 5(d) of the Agreement, shall not constitute an involuntary termination of the Employee’s employment without Cause, as contemplated by this Section 5(f).

(g)            Payment of Benefits .  The Employee and the Bank agree that the provisions of this Agreement will be interpreted in a manner to comply with Section 409A.  For purposes of the application of Section 409A, the amounts payable to the Employee

pursuant to this Agreement are intended to be excepted from the definition of nonqualified deferred compensation, pursuant to Treas. Reg. Section 1.409A-1(a).  Notwithstanding the foregoing, if the Employee is a “specified employee” within the meaning of Treas. Reg. 1.409A-1(i), to the extent that any portion of the severance payments under Section 5 cannot be paid at the time(s) contemplated without violating Section 409A(a)(2)(B)(i), payment shall be delayed until the later of six (6) months after termination of employment (or any earlier date permitted under Treasury Reg. Section 1.409A-1(i) (or any successor guidance)) or the date the payment would otherwise be made.  Any payments that are so delayed shall be paid in one lump sum, in cash, upon the date the delayed payments can first be made.

6.            Change in Control Benefit .  If a Change in Control, as defined in Section 6(a), occurs, and the employment of Employee is terminated by the Bank without Cause, or by the Employee for Good Reason, within six (6) months before, or twelve (12) months following a Change in Control, the Bank (subject to the provisions of Section 6(c) and Section 6(e) hereof) shall pay to the Employee the benefits provided in this Section 6 (the “Change in Control Benefit”), within thirty (30) days of such termination or, if later, within thirty (30) days of the occurrence of the Change in Control.

(a)           “ Change in Control ”.  A “Change in Control” shall mean  (i) the acquisition, directly or indirectly, by any person (other than the Employee) acting individually or in concert with others or as a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) of securities of representing an aggregate of 25% or more of the combined voting power of PAB Bankshares, Inc., the parent of the Bank (“Bankshares”) or the Bank’s then outstanding voting securities, other than an acquisition thereof by: (A) any employee plan established by Bankshares or the Bank; (B) Bankshares or any of its “affiliates” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934), including the Bank; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; (D) a current director of Bankshares who was  a director of Bankshares on the Effective Date of this Agreement (the “Current Director”); and (E) the immediate family members of a Current Director, including the parents, spouse, children (and their respective spouses) and grandchildren of said Current Director, and any trusts or other legal entities, which are controlled by the Current Director and/or the immediate family members of the Current Director (collectively, “Director Related Parties”); (ii) during any period of up to two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors (of Bankshares or the Bank) cease for any reason to constitute at least a majority thereof, provided that any person who becomes a director subsequent to the beginning of such period and whose nomination for election is approved by at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved (other than a director (A) whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Bankshares, as such terms are used in Rule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934, or (B) who was designated by a person who has entered into an agreement with Bankshares or the Bank to effect a transaction described in clause (i) or (iii) of this Section 6 (a)) shall be deemed a director as of the beginning of

such period; or (iii) the stockholders of Bankshares or the Bank approve a merger or consolidation of Bankshares or the Bank with any other corporation other than (A) a merger or consolidation that would result in the voting securities of Bankshares outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of  any bank, at least 51% of the combined voting power of the voting securities of  Bankshares, or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and provided that no person (other than a Current Director or Directed Related Parties), acting individually or in concert with others or as a “group,” acquires, directly or indirectly, the voting control of 25% or more of said voting securities, or (B) a merger or consolidation effected to implement a recapitalization of Bankshares (or similar transaction) in which no person (other than the Employee or a Current Director or Director Related Parties), acting individually or in concert with others or as a “group,” acquires, directly or indirectly, the voting control of securities of Bankshares representing 25% or more of the combined voting power of Bankshares’ then outstanding voting securities.

(b)            Amount of Benefit .  Subject to the provisions of Section 9, if this Agreement is terminated by the Bank, within six (6) months before, or twelve (12) months following, a Change in Control, as defined in Section 6(a), without Cause, or if, during said period of time, terminated by the Employee for Good Reason, pursuant to Section 5(a) or Section 14(a) of this Agreement, the Employee will receive a Change in Control Benefit equal to one (1) times the Employee’s Average Annual Compensation, as defined in this Section 6(b).  The term “Average Annual Compensation” means the average annual taxable earnings of the Employee for the five (5) full calendar years pr