Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - FB Financial Corp | d241660dex231.htm |
| EX-21.1 - EX-21.1 - FB Financial Corp | d241660dex211.htm |
| EX-16.1 - EX-16.1 - FB Financial Corp | d241660dex161.htm |
| EX-10.11 - EX-10.11 - FB Financial Corp | d241660dex1011.htm |
| EX-10.7 - EX-10.7 - FB Financial Corp | d241660dex107.htm |
| EX-10.2 - EX-10.2 - FB Financial Corp | d241660dex102.htm |
| EX-10.1 - EX-10.1 - FB Financial Corp | d241660dex101.htm |
| EX-4.1 - EX-4.1 - FB Financial Corp | d241660dex41.htm |
| EX-3.2 - EX-3.2 - FB Financial Corp | d241660dex32.htm |
| EX-3.1 - EX-3.1 - FB Financial Corp | d241660dex31.htm |
| S-1 - S-1 - FB Financial Corp | d241660ds1.htm |
EXHIBIT 10.12
FirstBank 2012 Equity Based Incentive Plan
1. PURPOSE OF THE PLAN
FirstBank (the “Company”), a corporation organized under the laws of the State of Tennessee, hereby adopts this 2012 Equity Based Incentive Plan (the “Plan”). The purposes of the Plan are:
| (a) | To promote the long-term financial interests and growth of the Company and the Subsidiaries (as defined below) by attracting and retaining management and personnel with the training, experience, and ability to make a substantial contribution to the success of the business of the Company and the Subsidiaries; |
| (b) | To motivate personnel by means of incentives to achieve long range goals; |
| (c) | To further align the interests of Participants with those of the Company’s Parent and its stockholder(s) through opportunities for equity-based incentives in the Company; and |
| (d) | To allow each participant to share in the value of the Company on the date such Participant is granted EBI Units (as defined below) and the increase in the value of the Company following the date such Participant is granted EBI Units in accordance with the terms of the Plan. |
2. DEFINITIONS
| (a) | “Administrator” means the Vice Chairman of the Board and the President of the Company. |
| (b) | “Award” means a grant of EBI Units. |
| (c) | “Award Agreement” means an agreement entered into between the Company and the Participant evidencing the terms of this 2012 Equity Based Incentive Plan. |
| (d) | “Board” or “Board of Directors” means the Board of Directors of the Company as it may be constituted from time to time. |
| (e) | “Cause” means (i) Employee is indicted on a felony charge unless and until the charge is subsequently dismissed; (ii) Employee is convicted of a felony (or submits a nolo contendere plea to one); (iii) Employee’s performance while on or about the business of the Company is impaired by the use of alcohol, drugs, or other mind or behavior altering substances; (iv) Employee commits an act of fraud or dishonesty or knowingly permits another employee to commit an act of fraud or dishonesty; (v) Employee’s willful neglect of, or willful failure to perform, their duties; (vi) breach of the restrictive provisions contained in any Confidentiality Agreement or Non-Competition and Non-Solicitation Agreement. |
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| (f) | “Change in Control” means the occurrence of a “change in ownership,” or a “change in ownership of a substantial portion of assets.” |
A “change in ownership” occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company or the Parent that, together with any stock already held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company or the Parent, as applicable. However, if any one person or group is already considered to own more than 50% of the Company or the Parent at the time an Award is made, the acquisition of additional stock by such person or group is not considered to cause a change in ownership with respect to such Award. A change in ownership will also occur in the event of a public offering in which more than 50% of the total fair market value or total voting power of the stock of the Company or the Parent is sold.
A “change in ownership of a substantial portion of assets” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value equal to or greater than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. A transfer of assets by a Company is not treated as a change in ownership of such assets if the assets are transferred to:
| i. | a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; |
| ii. | an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company or the Parent; |
| iii. | a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or |
| iv. | an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (iii) above. |
For purposes of (ii) through (iv) above, a person’s or group’s status is determined immediately after the transfer of assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.
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However, notwithstanding the above, a Change in Control shall not include a sale to an Employee Stock Ownership Plan sponsored by the Company or its Subsidiaries or Parent or a sale or transfer to a Family Member or members of a current shareholder of the Parent or a trust or partnership established by a current shareholder of the Parent or Family Member of such shareholder if the partnership is substantially owned (80% or more) by a current shareholder or Family Member, or a transfer to a charitable trust or foundation established by a current shareholder or Family Member. A current shareholder is a shareholder of the Parent as of the date of the adoption of this Plan.
| (g) | “Code” means the Internal Revenue Code of 1986, as amended. |
| (h) | “Company” means First Bank, a Tennessee corporation, also known as FirstBank. |
| (i) | “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. |
| (j) | “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company, or of any corporation which is a Subsidiary. |
| (k) | “EBI Units” means a contractual right to receive the Fair Market Value of a share of Common Stock on the Payment Date after the Grant Date on each EBI Unit subject to such Award. |
| (l) | “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statutes or regulations of similar purpose or effect. |
| (m) | “Fair Market Value” of the Company as of a given date shall be the value computed as of the December 31 immediately prior to the date such value is to be determined (e.g. date of Award or Payment), of all outstanding shares of Common Stock of the Company (“Common Stock”) determined according to the following: (a) If the Common Stock is publicly traded, the market value of the Company as computed by the aggregate, multiplied by the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or, if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (b) if Common Stock is not traded on an exchange but is quoted on NASDAQ or a successor quotation system, market value of the Company as computed by the aggregate, as of the December 31 immediately prior to the valuation event, of all outstanding shares of Common Stock multiplied by the closing price for the Common Stock on the trading day previous to such date as reported by NASDAQ or such successor quotation system, or (c) if Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor quotation |
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| system, the Fair Market Value of the Company shall be determined by the Formula Value. The Formula Value is defined as the average of the sum of (a) 1.5 times FSB After-Tax Earnings and (b) 1.5 times the Parent’s FSB Tangible Book Value. FSB After-Tax Earnings is defined as the consolidated pre-tax earnings of the Company and the Parent minus a default rate equal to the then existing corporate income tax rate imposed by the Code on a corporation’s earnings of such amount. FSB Tangible Book Value is defined as the consolidated equity of the Company and Parent less Unrealized Gain (Loss) and less Intangibles. |
The Fair Market Value of a share of Common Stock shall be the determined by dividing the Fair Market Value of the Company as determined above by the number of shares of Common Stock outstanding on June 30, 2012 (as such total shares shall be adjusted in accordance with section 7 hereof), as illustrated by the following formula:
| Value of share of Common Stock = | Stock Market Value of Company, or Formula Value (whichever is applicable) | |
| Total Shares of Common Stock (171,800 shares at 6-30-12, as adjusted pursuant to section 7 hereof) |
However, if an Employee first becomes entitled to a Plan distribution due to a Change in Control, the Fair Market Value of the Company shall equal the greater of: (i) the Formula Value as of December 31 of the previous year, or (ii) the value of the Common Stock as paid in the Change in Control (the average price per share paid for such Common Stock aggregating into the Change of Control). In the event a portion of the purchase price in the Change of Control transaction is subject to an earn out or other contingency, the contingency component shall be computed and paid in accordance with the provisions of section 6(b) hereof as the contingency is met. In the event the stock involved in the Change in Control is that of the Parent, the Administrator shall obtain an appraisal of the value of the transaction attributable to the Company, so as to determine the Fair Market Value of the common stock of the Company based on the sale of the Parent’s stock. Further, Fair Market Value shall at all times be determined in a manner consistent with Section 409A of the Internal Revenue Code, as applicable.
| (n) | “Family Member” means the spouse, lineal descendants and spouses of lineal descendants of the measuring person. For this purpose, an adopted child shall be considered a lineal descendant of the adopting parent. Any shares owned by a spouse immediately following a divorce shall be deemed owned by a Family Member. |
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| (o) | “Grant Date” means the effective date of an Award granted to a Participant. |
| (p) | “Parent” means First South Bancorp, Inc. |
| (q) | “Participant” means an Employee who has received an Award that has not been settled, cancelled or forfeited. |
| (r) | “Plan” means this FirstBank 2012 Equity Based Incentive (EBI) Plan, as may be amended from time to time. |
| (s) | “Retirement” means (i) termination of employment with the Company by a Participant who is age 65 or older or (ii) termination of employment with the Company by a younger Participant where the Chairman of the Board in his sole discretion deems to accept such termination as a Retirement; provided, however, that to the extent that an Award is nonqualified deferred compensation (within the meaning of Section 409A of the Internal Revenue Code), the definition of “Retirement” with respect to the timing of payment (and not merely vesting) of the Award cannot be changed after the Award is granted. |
| (t) | “Securities Act” means the Securities Act of 1933, as amended, and any successor statutes or regulations of similar purpose or effect. |
| (u) | “Payment Date” means the date set forth in Section 6 pursuant to which a Participant becomes entitled to payment for his or her EBI Units. |
| (v) | “Subsidiary” means (i) any corporation the majority of the voting power of all classes of stock entitled to vote or the majority of the total value of shares of all classes of stock of which is owned, directly or indirectly, by the Company or its Parent, or (ii) any trade, business, or other entity other than a corporation of which the majority of the profits interest, capital interest, or actuarial interest is owned, directly or indirectly, by the Company or its Parent. |
| (w) | “Vesting Date” means the date on which the Participant becomes vested in his or her Award as provided in Section 5. |
3. ADMINISTRATION OF THE PLAN
| (a) | Duties and Powers of the Administrator. The Plan will be administered by the Administrator. The Administrator may adopt its own rules of procedure, and the action of the Compensation Committee of the Board, taken at a meeting or, to the extent permitted by law, taken without a meeting by a writing signed by such majority (or by all or such greater proportion of the members thereof if required by law), shall constitute action by the Administrator. The Administrator shall have the power, authority, and discretion to administer, construe, and interpret the Plan and Award Agreements, including, without limitation, the discretion to determine which employees shall be Participants and the terms and conditions, subject to the |
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| Plan, of the individual Award Agreements. The decisions and interpretations of the Administrator with respect to any matter concerning the Plan shall be final, conclusive, and binding on all parties who have an interest in the Plan. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan. Notwithstanding the above provisions of this subsection (a), the selection of Participants and the determination of the grants under this Plan shall be made by the Chairman of the Board of the Company. |
| (b) | Delegation. In its absolute discretion, the Administrator may delegate to the other senior officers of the Company its duties under the Plan subject to any conditions and limitations as the Administrator shall prescribe. |
| (c) | Expenses; Professional Assistance; Good Faith Actions. All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers, or other persons. The Administrator, the Company and its Subsidiaries, and the officers of the Company and its Subsidiaries shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and its Subsidiaries, and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Awards, and all members of the Administrator shall be fully protected by the Company with respect to any such action, determination, or interpretation. |
4. INDIVIDUAL GRANTS; ELIGIBILITY; UNITS
| (a) | Eligibility. Participants will be chosen by the Chairman of the Board of the Company, in his sole discretion, from employees who, in his judgment, have a significant opportunity to influence the growth of the Company or whose outstanding performance or potential merit deserve further incentive and reward for continued employment and accomplishment. Any employee who receives a Grant must enter into a Confidentiality Agreement and a Non-Competition and Non-Solicitation Agreement or equivalent or already be subject to a Confidentiality Agreement and a Non-Competition and Non-Solicitation Agreement with the Company, in either case in form and substance satisfactory to the Administrator. The Administrator may vary the requirements of the Non-Confidentiality aspect of the Agreement by category of amount of grant or such other criteria as the Administrator may determine. |
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5. AWARDS
| (a) | Grant of Awards. The Chairman of the Board of the Company may, in his sole discretion, at any time and from time to time grant EBI Units to any Employee. Each Award will be evidenced by an Award Agreement containing such terms and conditions, not inconsistent with the Plan, as the Chairman of the Board of the Company shall designate. An Award will become effective upon the execution by the Participant of an Award Agreement, acknowledging the terms and conditions of the Award and the execution of a Confidentiality Agreement and a Non-Competition and Non-Solicitation Agreement with the Company satisfactory to the Administrator if Participant is not already subject to such an agreement(s) that is satisfactory to the Administrator. |
| (b) | Unit Accounts. Any EBI Units awarded to a Participant shall be credited to an account to be maintained on behalf of such Participant. Such account shall be debited by the number of EBI Units with respect to which any Payments are made pursuant to Section 6. |
| (c) | Vesting. Each Award shall vest on the Vesting Date as specified in the following Vesting Schedule. |
| Complete Years of Service Following Grant Date |
Percentage Vested | |||
| 1 |
0 | % | ||
| 2 |
0 | % | ||
| 3 |
100 | % | ||
Provided however, that (subject to the last sentence in this paragraph) in the case of Retirement, death or Disability the Award shall be deemed fully vested upon the date of such Retirement, death or Disability, and provided further, that in the case of a Change in Control, all Units shall become fully vested. However, in no event may any vesting violate the minimum two-year vesting period specified in the definition of “Long Term Restricted Stock” in the Department of Treasury’s Interim Final Rule in 31 CFR Part 30.
For example, if a Participant received a Grant of EBI Units on October 1, 2012, he or she would be 0% vested in those Units prior to September 30, 2015, and 100% vested on September 30, 2015. Any Award, or portion thereof, not 100% vested upon the date of a Participant’s termination (by resignation or dismissal,) of employment with the Company, its Parent, or Subsidiaries of the Parent or Company will be forfeited, and no payment will be made thereon, except that, in the case of Retirement, death or Disability the EBI Units shall be deemed fully vested upon the date of such Retirement, death or Disability. If a Participant’s employment is terminated for Cause, the Participant shall forfeit any Award and all EBI Units, whether vested or unvested, or any portion thereof, outstanding as of the date of such termination of employment.
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6. PAYMENT OF EBI UNITS
| (a) | Payment Date. Except as provided herein, and assuming the Participant has not violated the terms of his or her Confidentiality Agreement or Non-Competition and Non-Solicitation Agreement, all as set forth in section 4 hereof, the Fair Market Value of the vested portion of each Award/EBI Units shall become payable in accordance with subsection (b) below on the earlier to occur of: (i) the 100% vesting of the Award/EBI Units, or (ii) the Retirement, death or Disability of the Participant, or (iii) a Change of Control. For example, if a Participant received a Grant of EBI Units on October 1, 2012, he or she would be 100% vested in those Units on September 30, 2015, and payment would be made on September 30, 2015 based on Fair Market Value as of December 31, 2014. If the Participant separates employment due to Retirement, death or Disability prior to 100% vesting, then the Units will become fully vested upon such event and the Payment Date will be the date of such Retirement, death or Disability and the amount paid shall be the Fair Market Value (as of the December 31 preceding Retirement, death or Disability) of the full Award/EBI Units in the case of Retirement, death or Disability. If a Change of Control occurs prior to full vesting, all outstanding Awards/EBI Units shall become fully vested upon the Change in Control and paid at such date (subject to the provisions herein regarding deferrred payment of contingent purchase price in Change in Control transactions). To provide for administrative flexibility, the actual payment of amounts due under this Plan may be delayed by the Company until the end of the fiscal quarter in which the Payment Date occurs. |
| (b) | Payment. On the Payment Date, each Participant shall be entitled to receive an amount in cash for each EBI Unit vested to such Participant equal to the Fair Market Value of a share of Common Stock on the December 31 immediately preceding the Payment Date (or in the case of a Change of Control, the Fair Market Value of a share of Common Stock on the date of the Change of Control), as specified in the definition of Fair Market Value in section 2, less any required income tax withholding. In the event of a Change in Control, if a portion of the purchase price for the stock is subject to an earn out or other contingency, the Participant shall first receive an amount in cash on the Payment Date for each EBI Unit awarded to such Participant equal to the Fair Market Value determined without the contingency. As the contingency is satisfied and paid, the Fair Market Value shall be recomputed and the incremental increase shall be paid in cash to the Participant immediately following the satisfaction of a contingency and payment of the earn out/contingency, but in no event later than two and one-half months after the end of the later of the calendar year or the Company’s fiscal year in which the right to payment is no longer subject to a substantial risk of forfeiture. |
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| (c) | Postponement of Payment in the Event CPP Obligations are Outstanding. In the event that there is outstanding any obligations to the United States Treasury pursuant to the funding of the CPP note and warrants issued by the Parent of the Company on July 17, 2009, the payment to any Participant shall be postponed to the extent postponement is required for any other Participant by the regulation specified in the definition of “Long Term Restricted Stock” in the Interim Final Rule in 31 CFR Part 30. Such postponement shall be applicable to the Participants who have been covered by the prohibition on bonuses and incentive payments provisions of such Interim Final Rule in any year in which or for which they participate in this Plan, and such postponement shall apply regardless of any vesting hereunder. Prior to any Payment, the Administrator shall consult with legal counsel to determine whether, and to what extent, a Participant is affected by the said CPP restrictions. |
7. DILUTION AND OTHER ADJUSTMENTS
In the event of any change in the outstanding shares of Common Stock by reason of any issuance of shares in a sale of shares for cash, stock dividend or split, recapitalization, merger, acquisition of another company, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, the Administrator will make such adjustments, if any, as it in its sole discretion deems equitable in the number of EBI Units with respect to which an Award held by any Participant is referenced, such adjustments to be conclusive and binding upon all parties concerned.
8. REIMBURSEMENT OF PAYMENT IN THE EVENT OF BREACH OF CONFIDENTIALITY AGREEMENT OR NON-COMPETITION AND NON-SOLICITIATION AGREEMENT; RIGHT OF SET-OFF; CANCELLATION OF AWARDS.
In the event that the Participant breaches the Non-Competition and Non-Solicitation Agreement, following receipt of payment for an Award, the Participant shall, upon demand by Company, immediately pay to Company an amount equal to the amount he or she received for payment of the Award.
Notwithstanding anything which may be to the contrary contained herein, the Participant hereby agrees that the Company, the Parent and Subsidiaries shall have a lien and a right to setoff for all liabilities, whether or not matured, owed by the Participant to the Company, the Parent and Subsidiaries arising out of this Agreement, or the Participant’s Confidentiality Agreement or Non-Competition and Non-Solicitation Agreement or any other obligation owed by Participant or the Participant’s Personal Representative to the Company, the Parent and Subsidiaries upon and against all payments due and obligations of the Company under this Agreement. Company may at any time without notice to Participant reduce the amount of any payment due to Participant hereunder by the amount
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of any obligation owed by Participant to the Company, the Parent and Subsidiaries; provided, however, that any exercise of such right of setoff shall not be construed as a waiver or election of the Company, the Parent and Subsidiaries to forego any other remedy or remedies that may be available at law or in equity.
All or any part of an Award may be cancelled with the written consent of the Participant holding such Award. In the event of any cancellation, all rights of the former Participant in respect of such cancelled Award will terminate.
9. MISCELLANEOUS PROVISIONS
| (a) | Assignment and Transfer. Awards will not be transferable other than by will or the laws of descent and distribution and may be realized, during the lifetime of the Participant, only by the Participant or by their guardian or legal representative. No Award or interest or right therein shall be liable for the debts, contracts, or engagements of the Participant or their successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment, or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. |
| (b) | No Right to Awards or Employment. No Employee or other person will have any claim or right to be granted an Award. Neither the Plan nor any action taken hereunder will be construed as giving any Employee or Participant any right to be retained in the employ of the Company, the Parent or any Subsidiaries thereof. |
| (c) | General Creditor Status. Obligations of the Company under the Plan shall be unsecured and unfunded obligations, and the holders of Awards shall be general unsecured creditors of the Company. |
| (d) | Withholding. The Company and its Subsidiaries will have the right to deduct from payment of an Award any taxes required by law to be withheld from an Employee with respect to such payment. |
| (e) | Securities Laws. Each Award will be subject to the condition that such Award may not be exercised if the Administrator determines that the exercise of such Award may violate the Securities Act or any other law or requirement of any governmental authority. The Company will not be deemed by any reason of the granting of any Award to have any obligation to register the Awards under the Securities Act or to maintain in effect any registration of such Awards or shares that may be made at any time under the Securities Act. |
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| (f) | No Strict Construction. No rule of strict construction will be applied against the Company, the Administrator, or any other person in the interpretation of any of the terms of the Plan, any Award, or any rule or procedure established by the Administrator. |
| (g) | Stockholder Rights. A Participant will not have any dividend, voting, or other stockholder rights by reason of a grant of an Award or settlement of an Award. An Award does not give a Participant an interest in stock or securities or the right to stock or securities but rather uses an equity based formula to determine bonus compensation. |
| (h) | Severability. Whenever possible, each provision in the Plan and in every Award Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan or any Award Agreement made thereunder will be held to be prohibited by or invalid under applicable law, then (i) such provision will be deemed amended, and to have contained from the outset such language necessary to accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and (ii) all other provisions of the Plan and every Award Agreement will remain in full force and effect. |
| (i) | Governing Law. The Plan will be governed by and construed in accordance with the laws of the United States of America and, to the extent not inconsistent therewith, by the laws of the State of Tennessee without regard to conflicts of laws thereof. |
| (j) | Applicable Law and Regulations. This Plan and each of its provisions is intended to comply with all applicable state and federal laws, rules and regulations and in particular with any law, rule, regulation or interpretation of any state or federal bank regulatory authority, now in force or hereafter enacted or promulgated (each a “Banking Law”) and Section 409A of the Internal Revenue Code. Notwithstanding anything herein to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, the payment schedule for an Award shall be modified or adjusted as necessary to provide that no payments shall be made until the expiration of six months following a separation from service pursuant to the default definition in Treasury Regulation section 1.409A-1(h). Any provisions of this Plan determined not to be consistent with current or future applicable laws or regulations shall be disregarded by the Plan Administrator who shall cause the Plan to be amended to be consistent with all applicable laws and regulations and such Plan shall be deemed modified as necessary to conform with any Banking Law. This Plan shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to the principles of conflicts of law thereof. The parties consent to exclusive jurisdiction and venue in the state or federal courts sitting in Nashville, Tennessee. Each party hereto waives all defenses of lack of personal jurisdiction and forum non conveniens. |
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10. AMENDMENT AND TERMINATION
The Administrator may at any time amend, suspend, or terminate the Plan, provided that no such action will adversely affect any rights under any Awards theretofore granted or change the vesting applicable to an Award in a manner adverse to a Participant, except in accordance with Section 7.
11. EFFECTIVE DATE OF THE PLAN
The Plan will become effective as of the date on which it is adopted by the Compensation Committee of the Board of Directors of FirstBank.
* * *
I hereby certify that the foregoing Plan was duly adopted by the Compensation Committee of the Board of Directors of FirstBank on .
Executed on this day of .
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| Chief Executive Officer |
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