EXHIBIT 10.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "AGREEMENT") is made as of April __
2004, by and among 1ST COMMUNITY BANK, a federal savings bank ("BANK"), its
parent corporation FAIRBANCO HOLDING COMPANY, INC. a Georgia corporation
("FAIRBANCO") and ___________________, a resident of the State of Georgia
("DIRECTOR").
WHEREAS, Bank is engaging in a full range of banking services in Xxxxxx
and Fayette Counties, Georgia (the "BUSINESS") and Director is a director of the
Bank and Fairbanco; and
WHEREAS, Fairbanco and United Community Banks, Inc., a Georgia
corporation (the "COMPANY") have entered into that certain Agreement and Plan of
Reorganization (the "ACQUISITION AGREEMENT") dated as of March 11, 2004, as
amended, whereby the Company has agreed to purchase Fairbanco and Bank through
the merger of Fairbanco with and into Company for cash and stock of the Company;
and
WHEREAS, as a condition of the Acquisition Agreement, Director has
agreed to terminate that certain Director Agreement, dated April 24, 1996, by
and between Director and Bank (the "RETIREMENT AGREEMENT") in accordance with
the terms of this Agreement;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants, agreements, representations, warranties, benefits and obligations
contained in this Agreement, and of other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
agree as follows:
1. Director and the Bank have agreed to terminate the Retirement Agreement
effective at the Closing Date (as defined in the Acquisition
Agreement).
2. In consideration for, and as a material inducement to enter into this
Agreement and an appropriate release, Bank will provide Director with
the a lump sum payment of ______________ Dollars ($_________), gross,
(the "TERMINATION PAYMENT") at the Closing Date.
3. This Agreement will be deemed to be a contract made under the laws of
the State of Georgia, and for all purposes will be governed by and
interpreted in accordance with the laws prevailing in the State of
Georgia, without regard to principles of conflict of laws.
4. Director affirms that the only consideration for him or her signing
this Agreement is that set forth in SECTION 2, that no other promise or
agreement of any kind has been made to or with him or her by any person
or entity to cause him or her to execute this document, and that he or
she fully understands the meaning and intent of this Agreement,
including but not limited to, its final and binding effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
1ST COMMUNITY BANK
By:
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DIRECTOR
By:
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