COLONY BANKCORP INC (CBAN): director Mr. Saunders appointed

Events in this filing

Item 5.02 as filed

Item 5.02 and except for loans and other extensions of credit made by First Reliance Bank or Colony Bank in the ordinary
course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable
transactions with persons not related to the lender and not involving more than the normal risk of collectability or presenting other
unfavorable features, neither Mr. Saunders nor Mr. Redden has a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Redden will receive compensation for his service as a non-employee director consistent
with that provided to the Company’s other non-employee directors, as described under the heading “Director Compensation”
in the Company’s definitive proxy statement filed with the SEC on April 16, 2026. Mr. Saunders will not receive additional compensation
for his service as a director. Information regarding payments and benefits Mr. Saunders received in connection with the Merger, including
in respect of the termination of his prior employment agreement and supplemental executive retirement plan with First Reliance Bank and
the cancellation of his FSRL Options, is set forth under the heading “Interests of FSRL’s Directors and Executive Officers
in the Merger” in the Company’s proxy statement/prospectus dated August 27, 2026, filed with the SEC on August 27, 2026, and
such information is incorporated herein by reference.
Mr. Saunders’
employment agreement has a term of five years and provides for an annual base salary of $450,000. Mr. Saunders will be eligible to
participate in existing Colony Bank bonus plans and all welfare benefit plans and programs sponsored by Colony Bank. Pursuant to his employment
agreement, if Mr. Saunders’ employment is terminated by Colony Bank without “cause” or by Mr. Saunders for “good
reason”, then he will be entitled to receive (i) an amount equal to one times his then-current base salary, payable in installments
over twelve months, if such termination occurs prior to or more than twelve months following a “change in control” (as such
terms are defined in his employment agreement), or (ii) an amount equal to one and one-half times the sum of his then-current base salary
plus an amount equal to the annual bonus paid with respect to the calendar year immediately preceding the effective date of the termination,
if such termination occurs within twelve months following a change in control of Colony Bank. Mr. Saunders has agreed not to compete with
Colony Bank or to solicit its employees or customers during the term of the employment agreement and for a period of 24 months thereafter.
Colony Bank has also
entered into a retention agreement with Mr. Saunders, pursuant to which he is entitled to receive an aggregate cash retention bonus of
$1,210,000, payable in three installments of $450,000, $450,000 and $310,000 payable on the first payroll date following the first, second
and third anniversaries of the effective time of the merger, respectively. If Mr. Saunders’ employment terminates for any reason
prior to a payment date, he will forfeit any unpaid portion of the retention bonus; provided, however, that if Mr. Saunders dies or Colony
Bank terminates Mr. Saunders’ employment without “cause” or Mr. Saunders resigns for “good reason” (as such
terms are defined in Mr. Saunders’ employment agreement with Colony Bank) prior to a payment date, Mr. Saunders will be entitled
to receive any unpaid portion of the retention bonus in a lump sum within 60 days following termination, subject to his execution of a
general release of claims and compliance with his continuing obligations under his employment agreement. In addition, if a change in control
occurs prior to a payment date, Mr. Saunders will be entitled to receive any unpaid portion of the retention bonus in a lump sum within
60 days following termination, subject to his execution of a general release of claims and compliance with his continuing obligations
under his employment agreement.
The foregoing descriptions
of the Employment Agreement and the Retention Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the Employment Agreement and the Retention Agreement, the copies of which are filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.