EX-6.2 Employment Agmt by/between Oconee State Bank and Daniel Graves

EX1A-6 MAT CTRCT 9 d406793dex1a6matctrct.htm EX-6.2 EMPLOYMENT AGMT BY/BETWEEN OCONEE STATE BANK AND DANIEL GRAVES EX-6.2 Employment Agmt by/between Oconee State Bank and Daniel Graves

Exhibit 6.2

(Employment Agreement between Oconee State Bank and Daniel Graves)

LOGO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered by and among Oconee State Bank, a bank chartered under the laws of the State of Georgia (the “Bank” or the “Employer”), and Daniel Graves (the “Executive”), to be effective as of the Effective Date (as defined below).

BACKGROUND:

The Bank desires to employ the Executive as the Senior Vice President, Northeast Georgia Market Executive, of the Bank, on the terms and conditions set forth below, and the Executive desires to accept such employment subject to such terms and conditions.

The Bank and Executive desire to enter into this Agreement to reflect the terms and conditions of the employment relationship between the parties and to amend and restate the Employment Agreement between them, which is superseded in its entirety hereby.

AGREEMENT:

In consideration of the above premises and the mutual agreements hereinafter set forth, effective as of the Effective Date, the parties hereby agree as follows:

1.	Effective Date; Duties.

1.1 Effective Date. The effective date of this Agreement (the “Effective Date”) shall be the closing date of the transactions contemplated by the Amended and Restated Agreement and Plan of Conversion Merger, dated as of December 15, 2022, by and among Oconee Financial Corporation, a bank holding company organized under the laws of the State of Georgia (the “Company”), the Bank and Elberton Federal Savings and Loan Association (the “Closing” or the “EFS Merger”)). In the event that the Closing does not occur for any reason, this Agreement shall be rendered void ab initio and shall be of no force and effect.

1.2 Position. The Executive shall be employed as the Senior Vice President, Northeast Georgia Market Executive of the Bank and shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Executive from time to time in connection with the conduct of the businesses. The duties and responsibilities of the Executive shall be commensurate with similar positions at the Bank. The Executive shall report directly to the Executive Vice President, Chief Lending Officer of the Bank.

1.3 Full-Time Status. In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.2 hereof, the Executive shall:

(a) subject to Section 1.4, devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; and

(b) diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by the Employer.

1.4 Permitted Activities. The Executive shall devote substantially all of the Executive’s entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other significant business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, but as long as the following activities do not interfere with the Executive’s obligations to the Employer, this shall not be construed as preventing the Executive from:

(a) investing the Executive’s personal assets in any manner which will not require any services on the part of the Executive in the operation or affairs of the entity and in which the Executive’s participation is solely that of a passive investor in any corporation, the securities of which are regularly traded provided that such purchase shall not result in him collectively owning beneficially at any time five percent (5%) or more of the equity securities of any Competing Business unless such purchase is approved in writing in advance by the Chief Lending Officer of the Bank;

(b) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Chief Lending Officer of the Bank approves in writing of such activities prior to the Executive’s engaging in them; provided further, that the Chief Lending Officer of the Bank may direct the Executive to resign from any such organization and/or cease such activities should the Chief Lending Officer of the Bank reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer; or

(c) serving as Mayor of Elberton, Georgia, including performing the duties typically associated with such position and campaigning for re-election to such office; provided, however, that this Section 1.4(c) shall not be construed as approving any conduct by the Executive that would otherwise be grounds for Termination of Employment by the Employer for Cause pursuant to Section 24(f).

2. Term. This Agreement shall remain in effect until the third (3^rd) anniversary of the Effective Date (the “Initial Term”). If the Agreement is in effect at the end of the Initial Term, the Initial Term shall be renewed automatically for successive twelve-month periods (each, a “Renewed Term”) unless and until one party gives written notice to the other of the intent not to extend this Agreement with such written notice to be given not less than ninety (90) days prior to the end of the Initial Term or any such Renewed Term, as applicable. In the event such notice of non-extension is properly given, this Agreement shall terminate at the end of the remaining Term then in effect, subject to earlier termination in connection with the termination of the Executive’s employment pursuant to Section 4 hereof. In the event that either party provides notice of the termination of the Agreement, but the Executive continues to provide services to the Bank as an employee, such post-expiration employment shall be deemed to be performed on an “at-will” basis and either party may thereafter terminate such employment with or without notice and for any or no reason and without any obligations determined by reference to this Agreement.

3. Compensation. The Employer shall pay the Executive the following during the Term, except as otherwise provided below:

3.1 Annual Base Salary. The Executive shall be compensated at an annual base of One Hundred Eighty-One Thousand One Hundred Twenty-Five Dollars ($181,125.00) (the “Annual Base Salary”). The Executive’s Annual Base Salary shall be reviewed by the Bank at least annually for possible increases, as determined by the Bank based on its evaluation of the Executive’s performance. The Executive’s Annual Base Salary shall be payable in accordance with the Employer’s normal payroll practices.

3.2 Annual Incentive Compensation.

(a) For each calendar year during the Term, the Executive shall be eligible to receive annual bonus compensation, as may be determined by, and based on performance measures established by, the Employer, pursuant to any incentive compensation program as may be adopted from time to time by the Employer (an “Annual Bonus”). During the Initial Term, the Annual Bonus paid to the Executive shall be not less than Seventeen Thousand Nine Hundred Fifty Dollars ($17,950.00).

(b) Any Annual Bonus earned shall be payable in cash in the year following the year in which the bonus is earned in accordance with the Employer’s normal practices for the payment of short-term incentives. The payment of any Annual Bonus shall be subject to any approvals or non-objections required by any regulator of the Employer, and the obligation to pay any such Annual Bonus shall be rendered null and void to the extent the same is then prohibited by any applicable law or regulatory restriction. Any Annual Bonus shall be paid no later than March 15th of the year following the year with respect to which such bonus was based or, if later, on or after the date that the Bank’s financial books are closed. To be entitled to any payment of incentive compensation from the Employer, the Executive must be employed by the Employer on the payment date.

3.3 Initial Stock Award Grant. On or promptly following the Effective Date, the Company shall grant to the Executive a one-time stock incentive award comprised of the following: (i) options to acquire shares of the Company’s common stock in an amount equal to two and one-half percent (2.5%) of the number of shares of common stock of the Company to be issued in connection with the EFS Merger, which stock options shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant, and shall vest in five (5) approximately equal installments on the first five (5) anniversaries of the grant date, subject to the Executive’s continued employment with the Bank on each vesting date; and (ii) shares of time-based restricted stock in an amount equal to three quarters of one percent (0.75%) of the number of shares of common stock of the Company to be issued in connection with the EFS Merger that vest in five (5) approximately equal installments on the first five (5) anniversaries of the grant date, subject to the Executive’s continued employment with the Bank on each vesting date. Such equity awards shall be granted to the Executive at the Closing pursuant to, and subject to the terms and conditions of, the Company’s 2021 Equity Incentive Plan and the terms and conditions contained in separate award certificates memorializing the grants.

3.4 Business and Professional Education Expenses; Memberships. Subject to the reimbursement policies from time to time adopted by the Employer and consistent with the annual budget approved for the period during which an expense was incurred, the Employer specifically agrees to reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in the performance of the Executive’s duties hereunder; provided, however, that as a condition of any such reimbursement, the Executive submit verification of the nature and amount of such expenses in accordance with such reimbursement policies and in sufficient detail to comply with rules and regulations promulgated by the United States Department of the Treasury. For purposes of this Section 3.4, appropriate expenses include business travel, membership in professional and civic organizations, and professional development. The Executive acknowledges that the Employer makes no representation with respect to the taxability or nontaxability of the benefits provided under this Section 3.4.

3.5 Paid Leave. The Executive shall be entitled to paid leave of no less than three (3) weeks per calendar year, subject to proration for partial calendar years, with such paid leave to be taken in accordance with the Employer’s policy for paid leave as may be in effect from time to time. All use of the Executive’s paid leave shall be determined in accordance with the Employer’s paid leave policy as in effect from time to time.

3.6 Benefits. In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to similarly situated officers of the Bank. All such benefits shall be awarded and administered in accordance with the written terms of any applicable benefit plan or, if no written terms exist, the Employer’s standard policies and practices relating to such benefit.

3.7 Withholding. The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, Federal Insurance Contributions Act and other withholding requirements.

3.8 Reimbursement of Expenses; In-Kind Benefits. All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term of this Agreement to be eligible for reimbursement. Any in-kind benefits provided by the Employer must be provided during the Term of this Agreement. The amount of reimbursable expenses incurred, and the amount of any in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

3.9 Clawback of Compensation. The Executive agrees to repay the gross amount of any compensation previously paid or otherwise made available to the Executive under this Agreement that is required to be recovered under any applicable law (including any rule of any exchange or service through which the securities of the Company are then traded), including, but not limited to, the following circumstances:

(a) where such compensation was in excess of what should have been paid or made available because the determination of the amount due was based, in whole or in part, on materially inaccurate financial information of the Employer;

(b) where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 30, Appendix A;

(c) where the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); and

(d) if the Bank becomes, and for so long as the Bank remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where such compensation exceeds the restrictions imposed on the senior executive officers of such an institution.

The Executive agrees to return within sixty (60) days, or within any earlier timeframe required by applicable law, any such compensation requiring return under applicable law and properly identified by the Employer by written notice provided pursuant to Section 13. If the Executive fails to return such compensation within the applicable time period, the Executive agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Executive by the Employer. If the Executive is then employed by the Employer, the Executive acknowledges that the Employer may take appropriate disciplinary action (up to, and including, Termination of Employment) if the Executive fails to return such compensation. The Executive acknowledges the Employer’s rights to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.9. The provisions of this Section 3.9 shall be modified to the extent, and remain in effect for the period, required by applicable law.

4. Termination; Suspension or Reduction of Benefits.

4.1 Termination of Employment Events. During the Term, the Executive’s Termination of Employment under this Agreement may only occur as follows:

(a) By the Employer:

(1) for Cause at any time, provided that the Employer shall give the Executive such notice, cure and other procedural rights described in Section 21(f); or

(2) without Cause at any time.

(b) By the Executive:

(1) for any reason (other than pursuant to Section 4.1(b)(2)), provided that the Executive shall give the Employer thirty (30) days’ prior written notice of the Executive’s intent to effect his Termination of Employment; or

(2) for Good Reason, provided that the Executive shall give the Employer the prior written notice, cure and other procedural rights described in Section 21(o).

(d) At any time upon mutual, written agreement of the parties.

(e) Upon expiration, including non-renewal, of the Term.

(f) Notwithstanding anything in this Agreement to the contrary, the Term shall end automatically upon the Executive’s death.

4.2 Change of Control Severance. If, during the Term and on or within twelve (12) months following a Change of Control, the Executive experiences a Termination of Employment, either (a) by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, subject to the Executive’s compliance with Section 4.4(c) and Sections 5 through 9, the Executive shall receive, as liquidated damages, in lieu of all other claims and payments under this Agreement, severance equal to 1.99 times the sum of (i) the Annual Base Salary at the rate in effect as of the effective date of the Termination of Employment plus (ii) the amount of the Annual Bonus received by the Executive for the Employer’s most recently completed fiscal year. Any severance payable pursuant to this Section 4.2 shall be paid in a lump sum on the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.

4.3 Section 280G.

(a) Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement or otherwise payable to the Executive by the Employer (“Covered Payments”) would be an “excess parachute payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, (“Parachute Payments”) then the Covered Payments will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such Covered Payments, as so reduced, constitutes Parachute Payments; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate Covered Payments to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code (the “Excise Tax”), any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Employer, the determination of whether any reduction in such Covered Payments is required pursuant to the preceding sentence will be made at the expense of the Employer by independent accountants selected by the Bank (the “Accountants”). In the event the Covered Payments are required to be reduced pursuant to this Section, the Covered Payments will be reduced by category in the following order: (a) cancellation of accelerated vesting of equity awards; (b) reduction or elimination of cash severance benefits that are subject to Code Section 409A; (c) reduction or elimination of cash severance benefits that are not subject to Code Section 409A; (d) reduction or elimination of any remaining portion of the Covered Payments that are subject to Code Section 409A; and (e) reduction or elimination of any remaining portion of the Covered Payments that are not subject to Code Section 409A. In the event that acceleration of vesting of equity award compensation is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. Within each other category, cash payments and payments with respect to any equity award will be reduced pro rata based on the portion of cash or other payment with respect to the Covered Payments, in each case beginning with payments that would otherwise be made last in time; provided that in no event shall the cash portion of the Covered Payments be less than the amount of federal and state income tax withholding owed by the Executive with respect to the Covered Payments.

(b) Sections 7, 8 and 9 of this Agreement contain covenants of the Executive to refrain from certain activities deemed harmful to the Employer for a set period of time in exchange for the promises contained herein. If the Executive is deemed eligible to receive Covered Payments under this Agreement that could be subject to the Excise Tax, the Employer shall seek a valuation from the Accountants to determine the value of the covenants contained in Sections 7, 8 and 9 of this Agreement and such amount shall be allocated to such arrangements and be excluded from treatment as a Parachute Payment. For the avoidance of doubt, it is the intention of this Agreement that the value assigned to the covenants contained in Sections 7, 8 and 9 of this Agreement by the Accountants not be considered a Parachute Payment for purposes of this Section 4.3.

(c) Any determination required under this Section 4.3 shall be made in writing in good faith by the Accountants. The Employer and the Executive shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4.3. For purposes of making the calculations and determinations required by this Section 4.3, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on the Employer and the Executive.

4.4 Effect of Termination of Employment.

(a) Upon Executive’s Termination of Employment hereunder, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for the payment of any amount earned and owing under Section 3 through the effective date of the termination of the Agreement and, if applicable, any payments set forth in Section 4.2, provided, however, that if the Executive’s Termination of Employment during the Term is either (a) by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, subject to the Executive’s compliance with Section 4.4(c) and Sections 5, 6, 7, 8 and 9, Executive shall be entitled to receive, in lieu of all other claims and payments under this Agreement, severance equal to the greater of (x) his then-current Annual Base Salary, divided by twelve, then multiplied by the number of months remaining through the end of the then-current Term, or (y) his then-current Annual Base Salary divided by two, payable in a lump sum on the first payroll date that is not more than sixty (60) days following the effective date of the Termination of Employment. Notwithstanding the foregoing, the payments required by this Section 4.4(a) shall not be required to be made if the payment described in Section 4.2 is made to the Executive.

(b) The Executive agrees that during the Term and for a period of two (2) years thereafter, he will not make any statement (written or oral) that could reasonably be perceived as disparaging to the Employer or any of its officers, directors, or any person or entity that is an affiliate of the Employer; provided, however, that this Section 4.4(b) shall not in any way limit the Executive’s ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, or as otherwise required by law.

(c) Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment, the Executive must execute, and not timely revoke during any revocation period provided pursuant to such release, a release and non-disparagement agreement in the form provided by the Employer. The Employer shall provide the release to the Executive in sufficient time so that if the Executive timely executes and returns the release, the revocation period will expire no later than sixty (60) days following the effective date of the Termination of Employment.

(d) Any actual or constructive termination of the Executive’s employment which does not rise to the level of a Termination of Employment shall not entitle the Executive to any of the payments or benefits described in Section 4.

(e) Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective date of Termination of Employment, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date or, if earlier, Executive’s death, if, immediately prior to the Executive’s Termination of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end of such six-month period or, if earlier, Executive’s death. Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.

4.5 Regulatory Limitation.

(a) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 3.3 or 4 or any other provision herein or otherwise in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (the “FDIA”) (12 U.S.C. 1828(k)) and Part 359 of the Federal Deposit Insurance Corporation (the “FDIC”) Rules and Regulations, 12 C.F.R. 359 (collectively, the “FDIC Golden Parachute Restrictions”). In the event any such payments become due and payable under this Agreement at a time when such payments would constitute “golden parachute payments,” other than “golden parachute payments,” for which the concurrence or consent of the appropriate federal banking agency has been received as contemplated by the FDIC Golden Parachute Restrictions, the obligation on the part of the Employer to make any such payments shall become null and void. In addition, nothing in the preceding sentence shall impose an obligation on the part of the Employer to petition the FDIC (and/or other regulatory agency having jurisdiction over the Employer) for its concurrence or consent. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, no golden parachute payments, as defined in Part 359, may be made without prior regulatory approval and in accordance with the procedures set forth in 12 C.F.R. Part 359.

(b) If the Executive is removed from office and/or permanently prohibited from participating in the conduct of the affairs of any depository institution by an order issued under Section 8(e) or 8(g) of the FDIA (12 U.S.C. 1818(e) and (g)), the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 3.1 on the effective date of said order, and reimbursement under Section 3.9 of expenses incurred as of the effective date of termination. If the Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e) or 8(g) of the FDIA (12 U.S.C. 1818(e) and (g)), the Employer shall have the right to suspend all obligations of the Employer under this Agreement as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate prospectively any of its obligations which were suspended to the extent permitted by applicable law.

(c) If the FDIC is appointed receiver or conservator under Section 11(c) of the FDIA (12 U.S.C. 1821(c)) of the Bank or any depository institution controlled by the Company, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment.

(d) If the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.

(e) If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. 1823(c)) to the Bank or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than any rights of the Employee that vested prior to the FDIC action.

(f) If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. 1823(f) and (k)) by the Company or any depository institution controlled by the Company, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Employee that vested prior to the transaction. Notwithstanding the foregoing provisions of this Section 4.5(f), any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(g) Notwithstanding the timing for the payment of severance amounts described in Section 4.2, no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent. Any payments suspended by operation of this Section 4.5(g) shall be paid as a lump sum within thirty (30) days following receipt of the concurrence or consent of the appropriate federal banking agency of the Employer or as otherwise directed by such federal banking agency.

(h) All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.

5.	Employer Information.

5.1 Ownership of Employer Information. All Employer Information received or developed by the Executive or by the Employer while the Executive is employed by the Employer will remain the sole and exclusive property of the Employer.

5.2 Obligations of the Executive. The Executive agrees:

(a) to hold Employer Information in strictest confidence;

(b)not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Employer Information or any physical embodiments of Employer Information to any unauthorized recipient; and

(c)in any event, not to take any action causing or fail to take any action necessary in order to prevent any Employer Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret;

provided, however, notwithstanding anything in this Agreement to the contrary, (a) nothing in this Agreement or other agreement prohibits Executive from reporting possible violations of law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General (the “Government Agencies”), or communicating with Government Agencies or otherwise participating in any investigation or proceedings that may be conducted by Government Agencies, including providing documents or other information; (b) Executive does not need the prior authorization of the Employer to take any action described in (a), and Executive is not required to notify the Employer that he has taken any action described in (a); and (c) this Agreement does not limit Executive’s right to receive an award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. Further, notwithstanding the foregoing, Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (y) is made in a compliant or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if Executive is suing the Employer for retaliation based on the reporting of a suspected violation, of law, he may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and Executive does not disclose the trade secret except pursuant to court order.

This Section 5 shall survive for a period of two (2) years following termination of this Agreement for any reason with respect to Confidential Information, and shall survive termination of this Agreement for any reason for so long as is permitted by applicable law, with respect to Trade Secrets.

5.3 Delivery upon Request or Termination. Upon request by the Employer, and in any event upon the Executive’s Termination of Employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer and its Affiliates, including, without limitation, all Employer Information then in the Executive’s possession or control. The Executive shall retain no copies thereof after Executive’s Termination of Employment with the Employer or termination of this Agreement.

6.	Intellectual Property Rights.

(a) Executive hereby agrees that all Works made, conceived, developed or reduced to practice, in whole or in part, solely by Executive or jointly with others, either during or after the Executive’s period of employment with the Employer, if such Works are: (1) made through the use of any of the Employer Information or any of the Employer’s equipment, facilities, supplies or time, or (2) result from any work performed by Executive for the Employer or its Affiliates, shall belong exclusively to the Employer and shall be deemed part of the Employer Information for purposes of this Agreement whether or not fixed in a tangible medium of expression. Without limiting the foregoing, Executive agrees that all such Works shall be deemed to be “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Employer shall be deemed the author and owner thereof, provided that in the event and to the extent such Works are determined not to constitute “works made for hire” as a matter of law, Executive hereby irrevocably assigns and transfers to the Employer the entire right, title and interest, domestic and foreign, of Executive in and to such Works. The Employer shall have the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Executive agrees to give the Employer, and any person designated by the Employer, any assistance the Employer deems necessary or appropriate to perfect the rights defined in this Section 6.

(b) Executive will promptly disclose in writing (which may be by e-mail) to the Employer, every Work made, conceived, developed or reduced to practice, in whole or in part, solely by Executive or jointly with others, in connection with the business of the Employer either: (1) during the Term, whether or not Executive believes the Work to have been made, conceived, developed or reduced to practice within the course and scope of the Executive’s employment, or (2) after Termination of Employment, if such Work is made through the use of Employer Information or any of the Employer’s equipment, facilities, supplies or time, or results from any work performed by Executive for the Employer or its Affiliates.

(c) Executive agrees to: (1) keep and maintain adequate and current records (in the form of notes, drawings, software, object code, source code, manuals, plans, research, specifications, designs, documentation, data, processes, procedures, discoveries, models or in other appropriate forms) of all Works, which records shall be available at all times to the Employer and shall remain the sole property of the Employer; and (2) assist the Employer, both during and subsequent to the Executive’s period of employment with the Employer, in obtaining and enforcing for the Employer’s own benefit patents, copyrights, mask work rights, trade secret rights and other legal protections in any and all countries for any and all Works made by Executive (in whole or in part), the rights to which belong to or have been assigned to the Employer pursuant to this

Agreement. Upon request, Executive will execute all applications, assignments, instruments and papers and perform all acts that the Employer or its counsel may deem necessary or desirable to obtain or enforce any and all such patents, copyrights, mask work rights, trade secret rights and other legal protections in such Works and otherwise to protect the interests of the Employer therein. The Employer agrees to bear all expenses which it causes to be incurred by Executive in assigning, obtaining, maintaining and enforcing said patents, copyrights, trade secret rights, mask work rights and other legal protections in accordance with this Agreement.

(d) Executive understands that utilization of the Works is in the sole discretion of the Employer, and that the Employer is not obligated to develop, market or otherwise use any device or product.

7. Non-Competition. The Executive agrees that during the Executive’s employment by the Employer hereunder, and for the duration of the Post-Termination Period following any Termination of Employment, regardless of the reason, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Executive provided for the Employer.

8. Non-Solicitation of Customers. The Executive agrees that during the Executive’s employment by the Employer hereunder, and for the duration of the Post-Termination Period following any Termination of Employment, regardless of the reason, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from, or within the Area, enter into any business relationship with, any of the Employer’s customers, including prospective customers actively sought by the Employer, with whom the Executive has or had Material Contact during the last two (2) years of the Executive’s employment with Employer, for purposes of providing products or services that are competitive with those provided by the Employer.

9. Non-Solicitation of Employees. The Executive agrees that during the Executive’s employment by the Employer hereunder, and for the duration of the Post-Termination Period following any Termination of Employment, regardless of the reason, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit any employee of, or any person associated with, the Employer or its Affiliates, whether or not such employee is a full-time employee or a temporary employee of the Employer, such employment is pursuant to written agreement, for a determined period, or at will

10. Remedies. The Executive agrees that the covenants contained in Sections 5 through 9 of this Agreement are of the essence of this Agreement; that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer, and that irreparable loss and damage will be suffered by the Employer should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Employer shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. Furthermore, in addition to any other remedies, the Executive agrees that any violation of the covenants in Sections 5 through 9 will result in the immediate forfeiture of any remaining payment that otherwise is or may become due under Section 3.5 or 4.2, if applicable. The Executive further agrees that should the Executive breach any of the covenants contained in Sections 5 through 9 of this Agreement, no further amounts will be paid to the Executive pursuant to Section 4 and the Executive shall repay to the Employer any amounts previously received by the Executive pursuant to Section 4 that are attributable to that portion of the payments paid for the period during which the Executive was in breach of any of the covenants. The Employer and the Executive agree that all remedies available to the Employer or the Executive, as applicable, shall be cumulative.

11. Severability. The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.

12. No Set-Off by the Executive. The existence of any claim, demand, action or cause of action by the Executive against the Employer whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of its rights hereunder.

13. Notice. All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

If to the Employer: Oconee State Bank

Attn: CEO

35 North Main Street

Watkinsville, GA 30677

If to the Executive: The address most recently on file with the Bank

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. All such notices, requests, waivers and other communications shall be deemed to have been effectively given: (a) when personally delivered to the party to be notified; (b) two (2) business days after deposit with a national overnight delivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed; or (c) five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to be notified as set forth above. A party may change that party’s notice address given above by giving the other party ten (10) days’ written notice of the new address in the manner set forth above.

14. Assignment. The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Employer, as applicable, including without limitation, a purchaser of all or substantially all the assets of the Employer. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Employer shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Employer” hereunder, but the Executive will not be deemed to have experienced a Termination of Employment by virtue of such assignment. The Agreement is a personal contract and the rights and interest of the Executive may not be assigned by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

15. Waiver. A waiver by one party to this Agreement of any breach of this Agreement by any other party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.

16. Mediation. Except with respect to Sections 5 through 10 above, and as provided in this Section 13, if any dispute arises out of or relates to this Agreement, or a breach thereof, and if the dispute cannot be settled through direct discussions between the parties, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to any other process for resolving the dispute.

17. Applicable Law and Choice of Forum. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Georgia. The parties agree that any appropriate state court located in Oconee County, Georgia or federal court for the Middle District of Georgia shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.

18. Interpretation. Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect.

19. Entire Agreement. This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by all parties. All prior understandings and agreements relating to the subject matter of this Agreement are hereby expressly terminated.

20. Rights of Third Parties. Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement.

21. Survival. The obligations of the parties pursuant to Sections 3.9, 4.2, 4.4, 5 through 10, 16, 17 and 22, as applicable, shall survive the Executive’s Termination of Employment hereunder for the period designated under, or the period otherwise necessary to give effect to, each of those respective sections.

22. Representation Regarding Restrictive Covenants. The Executive represents that the Executive is not and will not become a party to any non-competition or non-solicitation agreement or any other agreement which would prohibit the Executive from entering into this Agreement or providing the services for the Employer contemplated by this Agreement on or after the Effective Date. In the event the Executive is subject to any such agreement, this Agreement shall be rendered null and void and the Employer shall have no obligations to the Executive under this Agreement.

23. Section 409A. It is the intent of the parties that any payment to which the Executive is entitled under this Agreement be exempt from Section 409A of the Code, to the maximum extent permitted under Section 409A of the Code. However, if any such amounts are considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer shall intentionally take any action to accelerate or delay the payment of any amounts in any

manner which would not be in compliance with Section 409A of the Code without the consent of the other party. For purposes of this Agreement, all rights to payments shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A of the Code. To the extent that some portion of the payments under this Agreement may be bifurcated and treated as exempt from Section 409A of the Code under the “short-term deferral” or “separation pay” exemptions, then such amounts may be so treated as exempt from Section 409A of the Code. Executive shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement. In no event shall the Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on the failure of the Agreement to be exempt from or compliant with Section 409A of the Code.

24. Definitions. Whenever used in this Agreement, the following terms and their variant forms shall have the meanings set forth below:

(a) “Affiliate” shall mean any entity which controls, is controlled by, or is under common control with another entity. For this purpose, “control” means ownership of more than fifty percent (50%) of the ordinary voting power of the outstanding equity securities of an entity.

(b) “Agreement” shall mean this Agreement and any appendices incorporated herein together with any amendments hereto made in the manner described in this Agreement.

(c) “Area” shall mean, during the Term and the Post-Termination Period, the geographic area encompassed by Clarke, Elbert, Gwinnett and Oconee Counties, Georgia and a twenty (20) mile radius from each branch, loan production office or other office maintained by the Employer or any of its Affiliates in connection with which Executive personally has business activity (including but not limited to any branch location in Elberton, Georgia.

(d) “Board of Directors” shall mean the board of directors of Company and/or of the Bank, as the context requires and, where appropriate, includes any committee thereof or other designee.

(e) “Business of the Employer” shall mean the business conducted by the Employer, which is the business of commercial and consumer banking.

(f) “Cause” shall mean a reasonable and good faith determination by the Board of Directors of the Employer that any of the following has occurred:

(1) a material breach of the terms of this Agreement by the Executive, including, without limitation, failure by the Executive to perform his duties and responsibilities in the manner and to the extent required under this Agreement (including, without limitation, a failure fully to perform his duties and responsibilities under this Agreement resulting from the Executive’s time commitments, duties, and responsibilities in public office in the event he is elected to the office of Mayor of Elberton, Georgia), which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Executive by the Employer; provided, however, that the Executive shall not have the opportunity to cure if the breach is not susceptible to being cured or such an opportunity would otherwise conflict with applicable federal or state regulatory requirements;

(2) conduct by the Executive that amounts to fraud, dishonesty or willful misconduct in the performance of his duties and responsibilities hereunder;

(3) the Executive being arrested for, charged in relation to (by criminal information, indictment or otherwise), or convicted of any felony or any other crime involving breach of trust or moral turpitude;

(4) conduct by the Executive that amounts to gross and willful insubordination, gross neglect or inattention to his duties and responsibilities hereunder;

(5) the exhibition of a standard of behavior within the scope of or related to his employment that is materially disruptive to the orderly conduct of the Employer’s business operations (including, without limitation, substance abuse, sexual harassment or sexual misconduct, or conduct as a public figure that results or may reasonably result in material harm to the Employer’s business or reputation), which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such disruptive behavior to the Executive by the Employer; provided, however, that the Executive shall not have the opportunity to cure if the disruptive behavior is not susceptible to being cured or such an opportunity would otherwise conflict with applicable federal or state regulatory requirements;

(6) (i) a material conflict of interest between the Executive’s duties and responsibilities to the Employer and the the Executive’s duties and responsibilities in his capacity as Mayor of Elberton, Georgia, or (ii) a material loss of business opportunities to the Employer resulting, in whole or in material part, from the Executive’s role as Mayor of Elberton, Georgia, in either case which conflict or loss remains uncured after the expiration of thirty (30) days following the delivery of written notice of such conflict or loss to the Executive by the Employer; provided, however, that the Executive shall not have the opportunity to cure if the conflict or loss is not susceptible to being cured or such an opportunity would otherwise conflict with applicable federal or state regulatory requirements;

(7) the receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over the Employer intends to institute any form of formal or informal regulatory action against the Executive or the Employer; or

(8)Executive’s removal and/or permanent prohibition from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e) or 8(g) of the FDIA (12 U.S.C. 1818(e) and (g)).

(g) “Change of Control” means the occurrence of any one of the following events on or after the Effective Date: a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Code Section 409A, provided, however, that for purposes of determining a “substantial portion of the assets of a corporation,” “50 percent” shall be used instead of “40 percent.” For purposes of the preceding sentence, “a corporation” refers to the Company or the Bank, except that in the case of a change of effective control of a corporation, “a corporation” will refer solely to the Company and “more than 50 percent” shall be used instead of “30 percent.” Notwithstanding the foregoing, the following shall not be deemed to result in a Change of Control: (i) any acquisition by any employee benefit plan (or related trust), including but not limited to, an employee stock ownership plan as defined in Code Section 4975(e)(7), sponsored or maintained by the Employer or any corporation controlled by the Employer; or (ii) any merger, consolidation, reorganization share exchange or other transaction as to which the holders of the capital stock of the Employer before the transaction continue after the transaction to hold, directly or indirectly through a holding

company or otherwise, shares of capital stock of the Employer (or other surviving company) representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of the Employer (or other surviving company). For the avoidance of doubt, the EFS Merger does not constitute a Change of Control for purposes of this Agreement or otherwise.

(h) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(i) “Competing Business” shall mean any entity (other than the Employer and its Affiliates) that is conducting business that is the same or substantially the same as the Business of the Employer.

(j) “Confidential Information” means data and information: (1) relating to the Business of the Employer, regardless of whether the data or information constitutes a trade secret as that term is defined in Article 1 of Chapter 10 of Title 10 of the Official Code of Georgia; (2) disclosed to the Executive or of which the Executive became aware of as a consequence of the Executive’s relationship with the Employer and/or any Affiliates; (3) having value to the Employer and/or any Affiliates; (4) not generally known to competitors of the Employer and/or any Affiliates; and (5) which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information; provided, however, that such term shall not mean data or information (A) which has been voluntarily disclosed to the public by the Employer and/or any Affiliates, except where such public disclosure has been made by the Executive without authorization from the Employer and/or any Affiliates; (B) which has been independently developed and disclosed by others; or (C) which has otherwise entered the public domain through lawful means.

(k) “Determination Date” means (1) during the Executive’s employment, the date for which compliance is being determined, and (2) following Executive’s Termination of Employment, the date of Executive’s Termination of Employment.

(l) “Disability” shall mean that the Executive suffers from a physical or mental disability or infirmity that qualifies the Executive for disability benefits under any accident and health plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Executive’s inability to perform the essential functions of the Executive’s job for a period of ninety (90) or more days, with or without reasonable accommodation, as a result of a physical or mental disability or infirmity, as reasonably determined by the Employer.

(m) “Employer Information” shall mean Confidential Information and Trade Secrets.

(n) “Initial Term” shall mean the period of employment provided for in Section 2.

(o) “Good Reason” shall mean, with respect to a voluntary resignation of employment with the Employer by the Executive, and subject to Section 1.4(c) above:

(1) a material reduction of the Executive’s Annual Base Salary from its then current rate, other than a reduction that also is applied to substantially all other executive officers of the Employer if Executive’s reduction is substantially proportionate to, or no greater than, the reduction applied to substantially all other executive officers;

(2) a material diminution in the Executive’s authority, duties or responsibilities;

(3) an involuntary relocation of the Executive’s primary office to a place that is outside the Elberton, Georgia area; or

(4) a material breach of the terms of this Agreement by the Employer.

Notwithstanding the foregoing, for any of the events above to constitute “Good Reason,” the Executive must notify the Chief Lending Officer of the Bank in writing of the event within thirty (30) days following the occurrence of the event (or, if later, the Executive’s knowledge of occurrence of the event), the event must remain uncured after the expiration of thirty (30) days following the receipt of written notice of such event by the Chief Lending Officer of the Bank from the Executive, and the Executive must resign effective no later than thirty (30) days following the Employer’s failure to cure the event. For the avoidance of doubt, the Executive agrees that his change in authority, duties or responsibilities in connection with the EFS Merger does not constitute Good Reason for purposes of this Agreement or otherwise.

(p) “Material Contact” means the contact between the Executive and each customer or potential customer: (1) with whom or which the Executive dealt on behalf of the Employer and/or any Affiliates; (2) whose dealings with the Employer and/or any Affiliates were coordinated or supervised by the Executive; (3) about whom the Executive obtained Confidential Information in the ordinary course of business as a result of such Executive’s association with the Employer and/or any Affiliates; or (4) who receives products or services authorized by the Employer and/or any Affiliates, the sale or provision of which results or resulted in compensation, commissions, or earnings for the Executive within two years prior to the Determination Date.

(q) “Post Termination Period” shall mean twelve (12) months following the effective date of the Executive’s Termination of Employment; provided, however, that if the Executive’s Termination of Employment is either (1) by the Employer without Cause pursuant to Section 4.1(a)(2); or (2) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then the Post-Termination Period shall be the lesser of (x) twelve (12) months, or (y) the number of months of severance to which the Executive is entitled pursuant to Section 4.4, in either case following the effective date of the Executive’s Termination of Employment.

(r) “Renewed Term” shall mean the period of employment provided for in Section 2.

(s) “Term” shall mean the Initial Term and any Renewed Term.

(t) “Termination of Employment” shall mean a termination of the Executive’s employment where either (1) the Executive has ceased to perform any services for the Employer and all affiliated companies that, together with the Employer, constitute the “service recipient” within the meaning of Code Section 409A (collectively, the “Service Recipient”) or (2) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) permanently decreases (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if the Executive has been providing services to the Service Recipient for less than 36 months).

(u) “Trade Secrets” shall mean Employer or Affiliate information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which:

(1) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(v) “Works” shall mean intellectual property and proprietary rights, including without limitation, ideas, designs, concepts, techniques, inventions, discoveries and works of authorship, whether or not patentable or protectible by copyright or as a mask work, and whether or not reduced to practice, including, without limitation, devices, processes, trade secrets, formulas, techniques, compositions of matter, computer software programs, mask works and methods, together with any improvements thereon or thereto, derivative works made therefrom and know how related thereto.

[Signatures on Following Page]

IN WITNESS WHEREOF, the Employer and the Executive have executed and delivered this Agreement as of the date first shown above.


OCONEE STATE BANK:

By:		/s/ T. Neil Stevens
T. Neil Stevens
President and Chief Executive Officer

EXECUTIVE:

/s/ Daniel Graves
Daniel Graves

Signature Page to Daniel Graves Employment Agreement