EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 1^st day of June, 2014, by and between CenterState Bank of Florida, N.A., a national banking association (the “Bank”), and Mark Thompson (the “Executive”).

WHEREAS, the Executive and the Bank desire to enter into this Agreement effective as of June 1, 2014, for the Executive to serve as the Community President for Broward and Palm Beach and Regional President over Broward, Palm Beach and Indian River Counties.

NOW THEREFORE, in consideration of these premises, the mutual covenants contained herein, and other good valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

ARTICLE 1

EMPLOYMENT

1.1Employment. Effective as of the date set forth above, which date shall be the “Employment Date” the Bank shall employ the Executive to serve as a Community President for Broward and Palm Beach counties and Regional President over Broward, Palm Beach and Indian River counties according to the terms and conditions of this Agreement and for the period stated in section 1.2. The Executive shall serve under the direction of the Chairman, President, and Chief Executive Officer of the Bank and the Bank’s board of directors and in accordance with the Bank’s Bylaws and in accordance with the Bank’s Articles of Association, as amended and restated from time to time. The Executive shall serve the Bank faithfully, diligently, competently, and to the best of the Executive’s ability. The Executive shall exclusively devote full working time, energy, and attention to the business of the Bank and to the promotion of the Bank’s interests throughout the term of this Agreement. Without the written consent of the Bank, the Executive shall not render services to or for any person, firm, bank, or other entity or organization in exchange for compensation, regardless of the form in which the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive. Nothing in this section 1.1 shall prevent the Executive from managing personal investments and affairs, provided that doing so does not interfere with the proper performance of the Executive’s duties and responsibilities under this Agreement.

1.2Term. The initial term of employment shall be a period of three years, commencing on the Employment Date. On the First anniversary of the Employment Date and on each anniversary thereafter, the Executive’s employment shall be extended automatically for one additional year unless the Bank’s Board of Directors or Executive determine that the term shall not be extended. If the Board of Directors and Executive determine not to extend the term, such party shall promptly notify the other party in writing. If the board decides not to extend the term of employment, the Agreement shall nevertheless remain in force until the employment term expires. The board’s decision not to extend the term of employment shall not – by itself – give the Executive any rights under this Agreement to claim an adverse change in position, compensation, or circumstances or otherwise to claim entitlement to severance benefits under Article 4 of this Agreement. References herein to the term of employment mean the initial term, as the same may be extended.

ARTICLE 2

COMPENSATION

2.1Base Salary. In consideration of the Executive’s performance of the obligations under this Agreement, the Bank shall pay or cause to be paid to the Executive a salary at the annual rate of not less than $185,000.00 (as may be increased from time to time, the “Base Salary”), plus any applicable incentive or bonus compensation earned in accordance with the Bank’s incentive or bonus compensation practices (“Bonus”), payable in installments in accordance with Bank’s regular pay practices. The Executive’s salary shall be reviewed annually by the Bank’s board of directors or by the board committee having jurisdiction over executive compensation. In the discretion of the board or the committee having jurisdiction over executive compensation the Executive’s Base Salary may be increased at any time and from time to time. However, the Executive’s Base Salary shall not be reduced. The Executive’s annual Base Salary and Bonus shall be referred to as the Executive’s “The Compensation”.

2.2Benefit Plans and Perquisites. (a) Benefit plans. The Executive shall be entitled throughout the term of this Agreement to participate in any and all officer or employee compensation and benefit plans in effect from time to time, including without limitation to plans providing pension, medical, dental, disability, and group life benefits, including the Bank’s 401(k) Plan, and to receive any and all other fringe benefits provided from time to time, provided that the Executive satisfies the eligibility requirements for any such plans or benefits.

(b)Reimbursement of business expenses. Subject to guidelines issued from time to time by the Bank and upon submission of documentation to support expense reimbursement in conformity with applicable requirements of federal income tax laws and regulations, the Executive shall be entitled to reimbursement for all reasonable business expenses incurred performing the obligations under this Agreement, including but not limited to all reasonable business travel and entertainment expenses incurred while acting at the request of or in the service of the Bank.

(c)Vacation.The Executive shall be entitled to paid annual vacation and sick leave in accordance with the policies established by the Bank.

ARTICLE 3

EMPLOYMENT TERMINATION

3.1Termination Because of Death or Disability. (a) Death. The Executive’s employment shall terminate automatically at the Executive’s death. The Executive’s estate shall receive any sums due to the Executive as Base Salary and reimbursement of expenses though the end of the month in which death occurred, any bonus earned or accrued through the date of death, including any unvested amounts awarded for previous years, and for twelve months after the Executive’s death the Bank shall provide without cost to the Executive’s family continuing health care coverage under COBRA substantially identical to that provided for the Executive’s before death.

(b)Disability. By delivery of written notice 30 days in advance to the Executive, the Bank may terminate the Executive’s employment if the Executive is disabled. For purposes of this Agreement the Executive shall be considered “disabled” if any independent physician selected by the Bank reasonably acceptable to the Executive or the Executive’s legal representative determines that, because of illness or accident, the Executive is unable to perform the Executive’s duties and will be unable to perform the Executive’s duties for a period of 90 consecutive days, and the Insurance Company that is providing the Executive’s disability insurance coverage concurs that the Executive is considered “disabled” pursuant to the terms and conditions of the insurance policy(s) in place. The Executive shall not be considered disabled, however, if the Executive returns to work on a full time basis within 30 days after the Bank gives notice of termination due to disability. If the Executive’s employment terminates because of disability, the Executive shall receive the salary earned through the date on which termination became effective, any bonus or incentive compensation earned (as defined in the plan or arrangement under which such bonus or incentive compensation is awarded) but unpaid to the Executive for the calendar year preceding the calendar year in which the termination became effective, and including any earned (as defined in the plan or arrangement under which such bonus or incentive compensation is awarded) but unpaid amounts for previous years, any payments the Executive is eligible to receive under any disability insurance program in which the Executive participates, and such other benefits to which the Executive may be entitled under the Bank’s benefit plans, policies, and agreements, or the provisions of this Agreement.

3.2Involuntary Termination with Cause. The bank may terminate the Executive’s employment with Cause. If the Executive’s employment terminates with Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive in entitled when termination becomes effective. The Executive shall not be deemed to have been terminated with Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the board of directors called and held for the purpose, which resolution shall (x) contain findings that in the board’s good faith opinion The Executive has committed an act constituting Cause, and (y) specify the particulars thereof. For purposes of this Agreement “Cause” Means any of the following –

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3.3Involuntary Termination Without Cause and Voluntary Termination with Good Reason.

With written notice to the Executive 90 days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the 90-day period. With advance written notice to the Bank as provided in clause (y) below, the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purpose of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason contained in Internal Revenue Code section 409A are satisfied, as the same may be amended from time to time (“Good Reason”). References in this Agreement to Internal Revenue Code section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A for the definition of Good Reason, as of the 1(n)(2)(ii) would provide as follows –

(x)a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur without the Executive’s advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Executive’s advance written consent –

(y)the Executive must give notice to the Bank of the existence of one or more of the conditions described in clause (x) within 90 days after the initial existence of the condition, and the Bank shall have 30 days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the described in clause (x) must occur within twenty-four months after the initial existence of the condition.

3.4 Voluntary Termination by the Executive Without Good Reason. If the Executive terminates employment voluntarily but without Good Reason, the Executive shall receive the Base Salary and any expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

3.5Termination Generally. If at employment termination the Executive is serving as a director of the Bank, the Executive shall be deemed to have resigned as a director effective immediately after termination, regardless of whether the Executive submits a formal, written resignation as director. All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations, recordings or correspondence, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Bank, its affiliates, and their respective directors and officers, whether of a public nature or not, and whether prepared by Executive or not, are and at employment termination shall remain the exclusive property of the Bank, without the Bank’s advance written consent shall not be removed from their premises except as required in the course of providing services under this Agreement, and at termination shall be promptly returned by the Executive to the Bank.

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ARTICLE 4

SEVERANCE COMPENSATION

4.1Cash Severance after Termination Without Cause or Termination with Good Reason. If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Bank shall pay, within Thirty (30) days after the Executive’s employment terminates with the Bank (or if the Executive and the Bank have not entered into a release as described in paragraph 4.3 below in the initial thirty (30) day period, up to ninety (90) days after the Executive’s employment terminates), to the Executive in a single lump sum cash an amount equal to the then Base Salary and any Bonus compensation earned (as defined in the plan or arrangement under which such bonus or incentive compensation is awarded) but unpaid from previous years in accordance with the Bank’s Bonus plan practices (with the exception of the ongoing employment requirement) without discount for the time value of money. The Bank and the Executive acknowledge and agree that the compensation and benefits are payable or shall have been paid to the Executive under Article 5 of this Agreement.

4.2Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Bank shall continue or cause to be continued at the Bank’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination. The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits though another bank, or eliminated entirely if the other bank’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another bank. The medical and dental insurance coverage and disability benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Bank or another ban providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be entitled under any of the termination, including without limitation retiree medical benefits.

(b)If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1976, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for the particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.2(a) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

4.2Release. The Executive shall be entitled to no compensation or other benefits under this Article 4 unless (x) within 90 days after the Executive’s employment termination the Executive shall have entered into a release in form satisfactory to the Executive and the Bank acknowledging the Bank’s and the Executive’s remaining obligations and discharging both parties, as well as the Bank’s officers, directors, and employee for their actions for or on behalf of the Bank, from any other claims or obligations arising out of the Executive’s employment by the Bank, including the circumstances of the Executive’s employment termination, and (y) within that 90-day period the release shall have become irrevocable, final ,and binding on the Executive under all applicable law, with expiration of all applicable revocation periods. If the final day of the 90-day period for execution and finality of a liability release occurs in the taxable year after the year in which the Executive’s employment termination occurs, the benefits to the Executive under this Article 4 shall be payable in the taxable year in which the 90-day period ends and shall not be paid in the taxable year in which employment termination occurs. The non-compete and other covenants contained in Article 6 of this Agreement are not contingent on the Executive entering into a release under this section 4.3 and shall be effective regardless of whether the Executive enters into the release.

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ARTICLE 5

CHANGE IN CONTROL

5.1Change in Control Benefits. If a Change in Control occurs after the Employment Date and during the term of this Agreement, the Bank shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to one times the then Base Salary (the “Change in Control Payment”). The Change in Control Payment payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The Change in Control Payment required under this section 5.1is payable on the date the Change in Control occurs. If the Executive receives a Change in Control Payment under this section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this Agreement after employment termination. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion during the term of this Agreement.

5.2Change in Control Defined. For purposes of this Agreement “Change in Control” means a change in control as defined in Internal Revenue Code section 409A, as the same may be amended form time to time. For purposes of clarification and without intending to affect the foregoing reference to section 409A for the definition of Change in Control, as of the Employment Date a Change in Control as defined in Rule 1.409A-3(i)(5) would provide as follows –

(a)Change in ownership: a change in ownership of CenterState Banks, Inc. (the “BHC”) occurs on the date any one person or group accumulates ownership of BHC stock constituting more than 50% of the total fair market value or total voting power of BHC stock, or

(b)Change in effective control: (x) any one person or more than one person acting as a group acquires within a 12-month period ownership of BHC stock possessing 30% or more of the total voting power of BHC stock, or (y) a majority of the BHC’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by majority of the BHC’s board of directors, or

(c) Change in ownership of a substantial portion of assets:  a change in ownership of a substantial portion of the BHC’s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from the BHC assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the BHC’s assets immediately before the acquisition or acquisitions.  For this purpose, gross fair market value means the value of the BHC’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

ARTICLE 6

CONFIDENTIALITY AND CREATIVE WORK

6.1Non-disclosure.  The Executive covenants and agrees not to reveal to any person, firm, or bank any confidential information of any nature concerning the Bank or its business, or anything connected therewith.  As used in this Article 6, the term “confidential information” means all of the Bank’s and affiliates’ confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of the Agreement, including but not limited to –

(a)the whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or other financial information,

(b)the whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other technical information,

(c)the whole or any portion or phase of any marketing or sales information, sales records, customer lists, customer information, employee lists, employee information, financial products and services, financial products and services pricing, financial information and projections, or other sales information, and

(d)trade secrets, as defined from time to time by the laws of the State of Florida.

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However, confidential information excludes information that – as of the date hereof or at any time after the date hereof – is published or disseminated without obligation of confidence or that becomes a part of the public domain (x) by or through action of the Bank, or (y) otherwise than by or at the direction of the Executive.  This section 6.1 does not prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive’s authority.

6.2Return of Materials.  The Executive agrees to deliver or return to the Bank upon termination, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Bank or prepared by the Executive in connection with the Executive’s services hereunder.  The Executive will retain no copies thereof after termination of this Agreement or termination of the Executive’s employment.      

6.3Creative Work.  The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of the Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Bank.  The Executive hereby assigns to the Bank all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws.  This section 6.3 shall not be construed to require assignment to the Bank of the Executive’s right, title and interest in creative work and work product, including but not limited to inventions, patents, trademarks, and copyrights, developed by the Executive entirely on the Executive’s own time and without using the Bank’s equipment, supplies, facilities, or trade secrets unless the creative work or work product (x) related to the Bank’s business or actual or demonstrably anticipated research or development or (y) results from any work performed by the Executive for the Bank.  However, to enable the Bank to determine the rights of the Bank and the Executive in any creative work and work product developed by the Executive that the Executive considers non-assignable under this section 6.3, including but not limited to inventions, patents, trademarks, and copyrights, the Executive shall during the term of this Agreement timely report to the Bank all such creative work and work product.

6.4Injunctive Relief.  The Executive hereby acknowledges that the enforcement of this Article 6 is necessary to ensure the preservation, protection, and continuity of the business, trade secrets, and goodwill of the Bank, and that the restrictions set forth in Article 6 are reasonable in terms of time, scope, territory, and in all other respects.  The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Bank if the Executive fails to observe the obligation imposed by Article 6.  Accordingly, if the Bank institutes an action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.  If there is a breach or threatened breach by the Executive of the provisions of Article 6, the Bank shall be entitled to an injunction without bond to restrain the breach or threatened breach, and the prevailing party in any the proceeding shall be entitled to reimbursement for all costs and expenses, including reasonable attorneys’ fees.  The existence of any claim or cause of action by the Executive against the Bank shall not constitute and shall not be asserted as a defense by the Executive to enforcement of Article 6.

6.5Affiliates’ Confidential Information is Covered.  For purposes of this Agreement the term “affiliate” includes the BHC and any entity that directly or indirectly through one of more intermediaries controls, is controlled by, or is under common control with the BHC or the Bank.

6.6Survival of Obligations.  The Executive’s obligations under Article 6 shall survive employment termination regardless of the manner in which termination occurs and shall be binding upon the Executive’s heirs, executors, and administrators.

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ARTICLE 7

COMPETITION AFTER EMPLOYMENT TERMINATION

7.1Restrictions on the Executive’s Post-Employment Activities.  The restrictions in this Article 7 have been negotiated, presented to and accepted by the Executive contemporaneous with the offer and acceptance by the Executive of this Agreement.  The Bank’s decision to enter into this Agreement is conditioned upon the Executive’s agreement to be bound by the restrictions contained in this Article 7.

(a)Promise of no solicitation.  The Executive promises and agrees that during the Restricted Period (as defined below) the Executive shall¹:  

1.not directly or indirectly solicit or attempt to solicit any Customer (as defined below) to accept or purchase Financial Products or Services (as defined below) of the same nature, kind, or variety as provided to the Customer by the Bank during the two years immediately before the Executive’s employment termination with the Bank,

2.not directly or indirectly influence or attempt to influence any Customer, joint venture, or other business partner of the Bank to alter that person or entity’s business relationship with the Bank in any respect, and

3.not accept the Financial Products or Services business of any Customer or provide Financial Products or Services to any Customer on behalf of anyone other than the Bank.

(b)Promise of no competition.  The Executive promises and agrees that during the Restricted Period in the Restricted Territory the Executive shall not engage, undertake, or participate in the business of providing, selling,, marketing, or distributing Financial Products or Services of a similar nature, kind or variety (x) as offered by the Bank to Customers during the two years immediately before the Executive’s employment termination with the Bank, or (y) as offered by the Bank to any of its Customers during the Restricted Period.²  Subject to the above provisions and condition of the subparagraph (b), the Executive promises that during the Restricted Period the Executive shall not become employed by or serve as a director, partner, consultant, agent, or owner of 5% or more of the outstanding stock of or contractor to any entity providing these prohibited Financial Products or Services that is located in the Restricted Territory.

(c)Promise of no raiding/hiring.  The Executive promises and agrees that during the Restricted Period the Executive shall not solicit or attempt to solicit and shall not encourage or induce in any way any employee, joint venture, or business partner of the Bank to terminate an employment or contractual relationship with the Bank.  The Executive agrees that the Executive shall not hire any person employed by Bank during the two-year period before the Executive’s employment termination with the Bank or any person employed by the Bank during the Restricted Period.

(d)Promise of no disparagement.  The Executive promises and agrees that during the Restricted Period the Executive shall not cause statements to be made (whether written or oral) that reflect negatively on the business reputation of the Bank.  The Bank likewise promises and agrees that during the Restricted Period the Bank shall not cause statements to be made (whether written or oral) that reflect negatively on the reputation of the Executive.

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(e)Acknowledgment.  The Executive and the Bank acknowledge and agree that the provision of this Article 7 have been negotiated and carefully determined to be reasonable and necessary for the protection of legitimate business interests of the Bank.  Both parties agree that a violation of Article 7 is likely to cause immediate and irreparable harm that will give rise to the need for court ordered injunctive relief.  In the event of a breach or threatened breach by the Executive of any provision of this Agreement, the Bank shall be entitled to obtain an injunction without bond restraining the Executive from violating the terms of this Agreement and to institute an action against the Executive to recover damages from the Employee for such breach.  These remedies for default or breach are in addition to any other remedy or form of redress provided under Florida law.  The parties acknowledge that the provisions of this Article 7 survive termination of the employment relationship, but the provisions of the Article 7 shall be null and void if a Change in control occurs before employment termination.  The parties agree that if any of the provisions of this Article 7 are deemed unenforceable by a court of competent jurisdiction, that such provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment activities as set forth in this Agreement.  Without limiting the generality of the foregoing, without limiting the remedies available to the Bank for violation of this Agreement, and without consulting an election of remedies, if the Executive violates any of the terms of Article 7 the Executive shall forfeit on the Executive’s own behalf and that of beneficiary(ies), any rights to and interest in any severance or other benefits under this Agreement or other contract the Executive has with the BHC or the Bank.

(f)Definitions:  1.“Restricted Period” as used herein means the 12-month period immediately after the Executive’s termination and/or separation of employment with the Bank, regardless of the reason for termination and/or separation.  The Restricted Period shall be extended in an amount equal to any time period during which a violation of Article 7 of this Agreement is proven.

2.“Restricted Territory” as used herein means all of Broward, Palm Beach, Indian River, Okeechobee, Polk County and contiguous counties in the State of Florida.

3.“Customer” as used herein means any individual, joint venture, entity of any sort, or other business partner of the Bank, with, for or to whom the Bank has provided Financial Products of Services during the last two years of the Executive’s employment with the Bank or any active prospects currently in the approval process at the time of the Executive’s termination and/or separation of employment with the Bank.

4.“Financial Products or Services” as used herein means any product or service that a financial institution or a financial holding company could offer by engaging in any activity that is financial in nature or incidental to such a financial activity under section 4(k) of the Bank Holding Company Act of 1956 and that is offered by the Bank or an affiliate on the date of the Executive’s employment termination, including but not limited to banking activities and activities that are closely related and a proper incident to banking or other products or services of the type of which the Executive was involved during the Executive’s employment with the Bank.

ARTICLE 8

MISCELLANEOUS

8.1Successors and Assigns.  (a) This Agreement is binding on successors.  This Agreement shall be binding upon the Bank and any successor to the Bank, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Bank by purchase, merger, consolidation, reorganization, or otherwise.  But this Agreement and the Bank’s obligations under the Agreement are not otherwise assignable, transferable, or delegable by the Bank.  By agreement in form and substance satisfactory to the Executive, The Bank shall require any successor to the Bank, including any person who acquires all or substantially all of the business or assets of the Bank, to expressly assume an agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform had no succession occurred.      

(b)  This Agreement is enforceable by the Executive’s heirs.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representative, executors, administrators, successors, heirs, distributees, and legatees.

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(c)  This Agreement is personal in nature and is not assignable.  This Agreement is personal in nature.  Without written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations under the Agreement except as expressly provided herein.  Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by the Executive’s will or by the laws of descent and distribution.  If the Executive attempts an assignment or transfer that is contrary to the section 8.1, the Bank shall have no liability to pay any amount to the assignee of transferee.

8.2Governing Law, Jurisdiction and Forum.  This Agreement shall be construed under and governed by the internal laws of the State of Florida, without giving effect to any conflict of laws provision of rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida  By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in the State of Florida.  Any actions or proceedings instituted under the Agreement shall be brought and tried solely in courts located in Polk County, Florida or in the federal court having jurisdiction in Winter Haven Florida.  The Executive expressly waives the right to have any such actions or proceedings brought or tried elsewhere.

8.3Entire Agreement.  This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive.  Any oral or written statements, representations, agreements, or understandings made or entered into prior to or contemporaneously with the execution of the Agreement are hereby rescinded, revoked, and rendered null and void.

8.4Notices.  Any notice under this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a reputable overnight delivery service, or sent by facsimile.  Unless otherwise changed by notice, notice shall be properly addressed to the Executive’s personal residence as provided on the payroll records of the Bank and properly addressed to CenterState Banks, Inc., 1101 First Street South, Winter Haven, Florida 33880, Attention:  Director of Human Resources.

8.5Severability.  If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall prevail, but the affected provisions of the Agreement shall be curtailed and limited solely to the extent necessary to bring them within the requirement of law.  If any provision of the Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or voidable, or otherwise unenforceable, the remainder of the Agreement shall continue in full force and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice.

8.6Captions and Counterparts.  The captions in this Agreement are solely for convenience.  The captions do not define, limit, or describe the scope or intent of this Agreement.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

8.7Amendment and Waiver.  This Agreement may not be amended, released, discharged, abandoned, changed, or modified except by an instrument in writing signed by each of the parties hereto.  The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision or affect the validity of the Agreement or any part thereof of the right of any party thereafter to enforce each and every such provision.  No waiver or any breach of the Agreement shall be held to be a waiver of any other or subsequent breach.

8.8FDIC Part 359 Limitations.  Despite any contrary provision within this Agreement, any payments made to the Executive under this Agreement, or otherwise, shall be subject to compliance with 12 U.S.C. 1727 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments, and any other regulation or guidance promulgated thereunder.

8.9Consultation with Counsel and interpretation of this Agreement.  The Executive has had the assistance of counsel of the Executive’s choosing in the negotiation of this Agreement or the Executive has chosen not to have the assistance of counsel.  Both parties hereto having participated in the negotiation and drafting of this

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Agreement, they hereby agree that there shall not be strict interpretation against either party in any review of this Agreement in which interpretation of the Agreement is an issue.

8.10Compliance with Internal Revenue Code Section 409A.  The Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1975.  If when the Executive’s employment terminates the Executive as a specified employee, as defined in Section 409A of the Internal Revenue Code of 1976, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payment until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A.  As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum.  If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement.  If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Bank shall reform the provision.  However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision.  References in this Agreement to section 409A of the Internal Revenue Code of 1976 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

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