ADVISORY BOARD AGREEMENT
Southwest Georgia Financial Corporation
000 Xxxxx Xxxxxx, X.X.
Moultrie, Georgia 31768
Ladies and Gentlemen:
The undersigned is a director of [EITHER OR BOTH] of First Bank Holding
Company ("HOLDING COMPANY") and its wholly-owned subsidiary Xxxxxxxxx Banking
Company (the "BANK"). Holding Company has agreed to be merged (the "MERGER")
with and into Southwest Georgia Financial Corporation ("SGFC") and Bank has
agreed to be merged (the "BANK MERGER") with and into SGFC's wholly-owned
subsidiary Southwest Georgia Bank ("SGB") pursuant to that certain Agreement and
Plan of Reorganization, dated as of December __, 2003, by and between Holding
Company, Bank, SGFC and SGB (the "ACQUISITION AGREEMENT").
Pursuant to the provisions of Section 8.12 and 9.11 of the Acquisition
Agreement, the undersigned has been offered the opportunity to become a SGB
advisory board member following the Merger and Bank Merger. For so long as the
undersigned serves in such capacity, the undersigned will be paid $6000 per
year. As a condition of acceptance of such offer, and subject to the exceptions
in the following paragraph, the undersigned hereby agrees that, for a period of
three (3) years following consummation of the Merger and Bank Merger (or longer
period that the undersigned shall be a SGB advisory board member), the
undersigned will not, directly or indirectly: (i) become a member of the board
of directors or an advisory board of, or be an organizer of, or be a 1% or more
shareholder of, any entity engaged in or formed for the purpose of engaging in a
Competitive Business in any county in Georgia in which SGFC or SGB, following
the Merger or Bank Merger, does business or any county contiguous thereto; (ii)
in any individual or representative capacity whatsoever, induce any individual
to terminate his or her employment with SGFC or its Affiliates; or (iii) in any
individual or representative capacity whatsoever, solicit any depositor or
customer of any Affiliate of SGFC to make deposits in or borrow money from or
become customers of any other financial institution conducting a Competitive
Business. SGFC and SGB will limit the liability of the undersigned incurred in
connection with his service on the Advisory Board and indemnify him, both to the
full extent allowed by applicable law and SGFC's and SGB's Articles of
Incorporation and Bylaws. As used herein, the term "Competitive Business" means
the business of providing banking insurance, trust and securities services to
individuals and businesses, or any other business in which SGFC or its
Affiliates is currently engaged. The term "Affiliate" means any entity that,
directly or indirectly, through one or more intermediaries, controls or is
controlled by SGFC.
Notwithstanding the foregoing, in no event shall the undersigned be
prevented from being a member of the board of directors or a member of an
advisory board of any entity engaged in a Competitive Business if the
undersigned was a member of such board (or the corresponding board of the
predecessor to such entity) on the date hereof; and in no event shall the
undersigned be prevented from continuing as a more than 1% shareholder of any
entity engaged in a Competitive Business to the extent of shares owned by the
undersigned on the date
hereof (and of securities issued with respect to such shares, such as pursuant
to a stock split, recapitalization, merger or similar transaction).
This Advisory Board Agreement is the complete agreement between SGFC and
the undersigned concerning the subject matter hereof and shall be governed by
and construed and enforced in accordance with the laws of the State of Georgia,
without regard to its conflicts of laws provisions.
This Advisory Board Agreement is executed as of the ___ day of December,
2003.
Very truly yours
---------------------------------------
Name:
Xxxxxx to and accepted as of:
December __, 2003
SOUTHWEST GEORGIA FINANCIAL CORPORATION
By:
--------------------------------------
XxXxxx Xxxx
President
