THIS AGREEMENT is made as of April 17, 2003, by and among CHEROKEE BANK, N.A. (the "Bank"), a
national bank; CHEROKEE BANKING COMPANY, a bank holding company incorporated under the laws of
the State of Georgia (the "Company") (collectively, the Bank and the Company are referred to hereafter as the
"Employer"), and A.R. ROBERTS, III, a resident of the State of Georgia (the "Employee").
The Employer desires to employ the Employee as the Senior Vice President and Chief Financial Officer of the
Bank and of the Company and the Employee desires to accept such employment.
In consideration of the above premises and the mutual agreements hereinafter set forth, the parties hereby agree
1. DEFINITIONS. Whenever used in this Agreement, the following terms and their variant forms shall have the
meaning set forth below:
1.1 "AGREEMENT" shall mean this Agreement and any exhibits incorporated herein together with any
amendments hereto made in the manner described in this Agreement.
1.2 "AFFILIATE" shall mean any business entity, which controls the Company, is controlled by or is under
common control with the Company.
1.3 "AREA" shall mean the geographic area within the boundaries of
Cherokee County, Georgia. It is the express intent of the parties that the Area as defined herein is the area where
the Employee performs services on behalf of the Employer under this Agreement as of the Effective Date.
1.4 "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the Employer, which is
1.5 "CAUSE" shall mean:
1.5.1 With respect to termination by the Employer:
(a) A material breach of the terms of this Agreement by the Employee, including, without limitation, persistent
failure by the Employee to follow reasonable written instructions or policies in a satisfactory manner as
determined by the President of the Bank or the Company in his sole discretion, which level of unsatisfactory
performance remains u