Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2021, the Bank and Mr. Fountain entered into an employment agreement (the "Employment Agreement"), pursuant to which Ms. Fountain will provide services to the Company as its Executive Vice President and Chief Executive Officer effective as of July 30, 2021. entered into an employment agreement with T. Heath Fountain as the President and Chief Executive Officer of the Holding Company and the Bank. This Form 8-K is being filed to disclose the material terms of Mr. Fountain's employment agreement.The Employment Agreement has a three-year term and provides for an initial base salary of $420,000 per year. Mr. Fountain will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee. Mr. Fountain will also have an opportunity to participate in the Bank's benefits plans available to other similarly-situated Company employees, subject to the terms and conditions of such plans, and he will be eligible for PTO and holidays consistent with the Bank's policies.

Pursuant to the Employment Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and, within twelve months following such change in control, the Company terminates Mr. Fountain's employment other than for "cause" or "disability" or Mr. Fountain resigns for "good reason" (as such terms are defined in the Employment Agreement), then the Bank will pay to Mr. Fountain an amount equal to two and one-half times (2.5) Mr. Fountain's then-current base salary plus an amount equal to the annual bonus paid in the prior calendar year, payable in a single lump sum within 30 days following his termination, subject to Mr. Fountain's compliance with certain restrictive covenants and execution and non-revocation of a general release of claims against the Company.

Pursuant to the Employment Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and, more than twelve months following such change in control, the Company terminates Mr. Fountain's employment other than for "cause" or "disability" or Mr. Fountain resigns for "good reason" (as such terms are defined in the Employment Agreement), then the Bank will pay to Mr. Fountain the greater of the amount of salary that would payable through the remainder of the term or twelve (12) months of Mr. Fountain's then-current base salary, payable in equal installments in accordance with current payroll policies following his termination, subject to Mr. Fountain's compliance with certain restrictive covenants and execution and non-revocation of a general release of claims against the Company. The Employment Agreement contains certain non-competition and employee and customer non-solicitation covenants that apply during his employment with the Bank and for a minimum of 12 months following his termination of employment.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.




Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
Exhibit Number                Description
                                Employment Agreement between Colony Bankcorp, Inc. and T. Heath
                   10.2       Fountain
                              Cover Page Interactive Data File (embedded within the Inline XBRL
                    104       document)





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