THIS EMPLOYMENT AGREEMENT, dated and effective as of January 1, 2002 ("Effective Date"), by and
between Empire Financial Services, Inc., a Georgia corporation (the "Company"), and J. David Dyer, Jr., whose
mailing address is 3738 Sussex Drive, Milledgeville, Georgia, 31061 (the "Executive").
The Company and the Executive are parties to a prior Employment Agreement, dated and effective as of January
1, 1997, which Employment Agreement was amended and restated, effective as of December 1, 2000 ("Prior
Employment Agreement"). The Company and the Executive desire to supersede and replace the Prior
Employment Agreement in its entirety with this Agreement, effective as of the Effective Date. The Company now
desires to employ the Executive, and the Executive is willing to be employed by the Company, on the terms and
conditions set forth in this Agreement.
Accordingly, in consideration of the premises and the respective covenants and agreements of the parties set forth
below, and intending to be legally bound hereby, the parties agree as follows:
1. Employment. The Company hereby employs the Executive, and the Executive hereby accepts such
employment, on the terms and conditions set forth in this Agreement. The Executive represents and warrants that
he is not a signatory to, or otherwise bound by, any agreement that would prevent or materially impair his ability
to accept and perform the employment duties contemplated by this Agreement.
2. Term. The term of employment (the "Term") shall commence on January 1, 2002 (the "Effective Date") and
shall end on December 31, 2006, unless sooner terminated as
hereinafter provided. Each calendar year during the Term ending December 31 is sometimes referred to herein as
a "Contract Year."
3. Duties, Authority, Status and Responsibilities. During the first three
(3) Contract Years of the Term (i.e., through December 31, 2004), the Executive (i) shall serve in the capacity as
President and Chief Executive Officer and shall have