SEVERANCE PROTECTION
AGREEMENT
This Severance Protection Agreement
(“Agreement”) is made by and between FIRST BANK OF
GEORGIA, a banking corporation chartered under the laws of the
State of Georgia (the “Bank”) and THOMAS J. FLOURNOY,
an employee of the Bank (the “Employee”).
WHEREAS, the Employee is currently an officer of
the Bank holding the title of Senior Vice President and Chief
Financial Officer; and
WHEREAS, the Bank and the Employee desire to
provide for the payment of severance pay to the Employee in the
event of termination of Employee’s employment with the Bank
following a change in control of the Bank and/or the Bank’s
parent holding company, Georgia-Carolina Bancshares, Inc. (the
“Company”), on the terms and conditions set forth in
this Agreement;
WHEREAS, the parties also wish to exempt the
payments under this Agreement from coverage under Section 409A
of the Internal Revenue Code, enacted by Congress effective
January 1, 2005;
NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants and conditions set forth herein,
the Bank and the Employee agree herein as follows:
1. OPERATION OF AGREEMENT.
This Agreement shall be effective
immediately upon its execution, but its provisions shall not be
operative, for any reason, unless and until a “Change in
Control” (as such term is defined in paragraph 2 hereof) has
occurred.
(a) Unless otherwise provided, the term
“Change in Control” as used in this Agreement shall
mean the first to occur of any of the following:
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(i)
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The effective date of any
transaction or series of transactions (other than a transaction to
which only the Company and one or more of its subsidiaries are
parties) pursuant to which (a) the Company merges into or
becomes a subsidiary of another corporation, or (b) one or
more of the Company’s subsidiaries (including but not limited
to the Bank) becomes a subsidiary of or merges with another entity,
or (c) substantially all of the assets of the Company are sold
to or acquired by a person, corporation or group of associated
persons acting in concert who are not members of the present Board
of Directors of the Company;
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(ii)
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The date upon which any person,
corporation, or group of associated persons acting in concert
becomes a direct or indirect beneficial owner of shares of stock of
the Company representing an aggregate of more than twenty-five
percent (25%) of the votes then entitled to be cast at an election
of directors of the Company; or
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(iii)
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The date upon which the persons who
were members of the Board of Directors of the Company as of the
date of this Agreement (the “Original Directors”) cease
to constitute a majority of the Board of Directors of the Company;
provided, however, that any new director whose nomination or
selection has been approved by the unanimous affirmative vote of
the Original Directors then in office shall also be deemed an
Original Director.
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(b) Notwithstanding the foregoing and for
purposes of paragraph 4(b) below only, the term “Change in
Control” shall mean the date upon which any person,
corporation, or group of associated persons acting in concert
becomes a direct or indirect beneficial owner of shares of stock of
the Company representing an aggregate of fifty percent (50%) or
more of the votes then entitled to be cast at an election of
directors of the Company.
3. SEVERANCE PAY UPON TERMINATION BY THE
BANK WITHOUT CAUSE OR BY EMPLOYEE FOR CAUSE.
If, during the three (3) year
period immediately following a Change in Control, the
Employee’s
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