First Security Group Inc/Tn Sample Contracts

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TERMINATION AGREEMENT
Termination Agreement • January 10th, 2003 • First Security Group Inc/Tn • Blank checks

Pursuant to Section 9.1(a) of that certain Share Exchange Agreement, dated as of October 17, 2002 (the "Share Exchange Agreement"), the undersigned parties to the Share Exchange Agreement do hereby terminate the Share Exchange Agreement as of the date hereof. Each of the parties hereto represents and warrants to the other that its termination of the Share Exchange Agreement has been duly approved by its Board of Directors.

STOCK PURCHASE AGREEMENT BY AND BETWEEN NATIONAL BANK OF COMMERCE, A NATIONAL ASSOCIATION
Stock Purchase Agreement • October 27th, 2004 • First Security Group Inc/Tn • National commercial banks • Tennessee
FORM OF SECURITIES PURCHASE AGREEMENT by and among THE UNITED STATES DEPARTMENT OF THE TREASURY, and, for the purposes of Section 4.02, Section 5.02(D), Section 7.01 and Section 7.04 of this Agreement, FIRST SECURITY GROUP, INC. Dated as of [l], 2013
Securities Purchase Agreement • February 26th, 2013 • First Security Group Inc/Tn • National commercial banks • New York

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of [l], 2013 by and among the United States Department of the Treasury (the “Seller”), [l], a [l] (the “Purchaser”), and, for the purposes of Section 4.02, Section 5.02(D), Section 7.01 and Section 7.04 of this Agreement, First Security Group, Inc., a Tennessee corporation (the “Company”).

EXHIBIT 2 AGREEMENT AND PLAN OF SHARE EXCHANGE BY AND BETWEEN FIRST SECURITY GROUP, INC.
Agreement and Plan of Share Exchange • March 26th, 2002 • First Security Group Inc/Tn • Blank checks • Tennessee
EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2014 • First Security Group Inc/Tn • National commercial banks • Tennessee

THIS AGREEMENT is made as of the 15th day of April, 2014 (the “Effective Date”), by and between FSGBank, N.A., a national association organized under the laws of the United States (the “Bank” or the “Employer”), and Christopher Tietz (the “Executive”).

TAX BENEFITS PRESERVATION PLAN dated as of October 30, 2012 between FIRST SECURITY GROUP, INC. and REGISTRAR AND TRANSFER COMPANY as Rights Agent
Tax Benefits Preservation Plan • October 30th, 2012 • First Security Group Inc/Tn • National commercial banks • New Jersey

EFFECTIVE. The foregoing amendment will be effective upon filing the Articles of Amendment with the Secretary of State of the State of Tennessee.

EXCHANGE AGREEMENT by and between FIRST SECURITY GROUP, INC. and THE UNITED STATES DEPARTMENT OF THE TREASURY
Exchange Agreement • February 26th, 2013 • First Security Group Inc/Tn • National commercial banks • New York

EXCHANGE AGREEMENT, dated as of February 25, 2013 (this “Agreement”) by and between First Security Group, Inc., a Tennessee corporation (the “Company”), and the United States Department of the Treasury (the “Investor”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 16th, 2013 • First Security Group Inc/Tn • National commercial banks • Florida
EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2003 • First Security Group Inc/Tn • National commercial banks • Tennessee

AGREEMENT by and between First Security Group, Inc. a Tennessee corporation having its principal offices in Chattanooga, Tennessee ("First Security") and Lloyd L. Montgomery, III (the "Executive"), dated as of the 16 th day of May, 2003.

First Security Group, Inc. and FSGBANK, National Association SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 16th, 2006 • First Security Group Inc/Tn • National commercial banks • Tennessee

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted as of this 21st day of December, 2005, by and between First Security Group, Inc., a Tennessee corporation (the “Corporation”), FSGBank, National Association, a national bank located in Chattanooga, Tennessee (the “Company”), and Rodger B. Holley (the “Executive”).

TARP RESTRICTED EMPLOYEE AGREEMENT
Tarp Restricted Employee Agreement • March 16th, 2010 • First Security Group Inc/Tn • National commercial banks • Tennessee

THIS AGREEMENT is made as of the day of , 2009 (the “Effective Date”), by and between the Company (as defined below), and , a resident of the State of Tennessee (the “Executive”).

Contract
Incentive Stock Option Agreement • March 16th, 2005 • First Security Group Inc/Tn • National commercial banks
FIRST SECURITY GROUP, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • April 15th, 2011 • First Security Group Inc/Tn • National commercial banks • Tennessee

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the day of , 20 , by and between First Security Group, Inc. (the “Company”), a Tennessee corporation, and (the “Employee”).

CHANGE IN CONTROL BENEFIT AGREEMENT
Change in Control Benefit Agreement • April 29th, 2011 • First Security Group Inc/Tn • National commercial banks • Tennessee

AGREEMENT by and among First Security Group, Inc., a Tennessee corporation having its principal offices in Chattanooga, Tennessee (“First Security”), FSGBank, National Association (“Bank”), which is a wholly owned subsidiary of First Security, and Robyn Thomas McWherter (the “Executive”), dated as of the 23rd day of June, 2004.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 26th, 2013 • First Security Group Inc/Tn • National commercial banks • New York

This Stock Purchase Agreement, is dated as of February 25, 2013 (together with the Schedules and Exhibits hereto, this “Agreement”), and is by and between FIRST SECURITY GROUP, INC., a Tennessee corporation (the “Company”), and each of the respective investors set forth on the signature pages to this Agreement (collectively, the “Investors,” and each an “Investor”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2011 • First Security Group Inc/Tn • National commercial banks • Tennessee

THIS AGREEMENT is made as of the 28th day of December, 2011 (the “Effective Date”), by and among First Security Group, Inc., a bank holding company organized under the laws of the State of Tennessee (the “Company”), FSGBank, N.A., a national association organized under the laws of the United States (the “Bank” and collectively with the Company, the “Employer”), and Michael Kramer (the “Executive”).

SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE
Settlement Agreement and General Mutual Release • April 30th, 2010 • First Security Group Inc/Tn • National commercial banks

THIS AGREEMENT is made and entered into effective this 19th day of January, 2010 by and between FIRST SECURITY GROUP, INC. (“FSG”) and FSGBANK, N.A. (collectively, the “FSG ENTITIES”) and LLOYD L. MONTGOMERY, III (“CLAIMANT”).

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • First Security Group Inc/Tn • National commercial banks

This First Amendment to the Employment Agreement by and among First Security Group, Inc., a Tennessee corporation having its principal offices in Chattanooga, Tennessee (“First Security”) and _____________ (the “Executive”), dated as of the 16th day of May, 2003 (“Agreement”).

FIRST SECURITY GROUP, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • April 15th, 2013 • First Security Group Inc/Tn • National commercial banks • Tennessee

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the Grant Date by and between First Security Group, Inc. (the “Company”), a Tennessee corporation, and ____________________ (the “Employee”).

NON-QUALIFIED STOCK OPTION AWARD PURSUANT TO THE FIRST SECURITY GROUP, INC.
Non-Qualified Stock Option Award • April 15th, 2013 • First Security Group Inc/Tn • National commercial banks • Georgia

THIS NON-QUALIFIED STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between FIRST SECURITY GROUP, INC. (the “Company”), a Tennessee corporation; and _____________________ (the “Participant”).

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AGREEMENT AND PLAN OF SHARE EXCHANGE BY AND BETWEEN FIRST SECURITY GROUP, INC., FSGBANK, N.A. AND JACKSON BANK & TRUST Executed 5/12/05
Agreement and Plan of Share Exchange • May 13th, 2005 • First Security Group Inc/Tn • National commercial banks • Tennessee

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”) is made and entered into as of May __, 2005, by and between First Security Group, Inc. (“Buyer”), a Tennessee corporation; FSGBank, N.A. (“FSGBank”), a national bank organized under the laws of the United States; and Jackson Bank & Trust (“Seller”), a state bank organized under the laws of the State of Tennessee.

FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 10th, 2015 • First Security Group Inc/Tn • National commercial banks

This First Amendment to the Agreement and Plan of Merger dated as of June 8, 2015 (the “Amendment”) is entered into by and between Atlantic Capital Bancshares, Inc. (“Atlantic Capital”) and First Security Group, Inc. (“FSGI”).

NON-QUALIFIED STOCK OPTION AGREEMENT under the FIRST SECURITY GROUP, INC.
Non-Qualified Stock Option Agreement • March 16th, 2005 • First Security Group Inc/Tn • National commercial banks
FIRST SECURITY GROUP, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • July 26th, 2013 • First Security Group Inc/Tn • National commercial banks • Tennessee

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the Grant Date by and between First Security Group, Inc. (the “Company”), a Tennessee corporation, and ____________________ (the “Employee”).

SEVERANCE AGREEMENT
Severance Agreement • April 27th, 2011 • First Security Group Inc/Tn • National commercial banks • Tennessee

THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into by and between RODGER B. HOLLEY ("Mr. Holley"), FSGBANK, N.A. ("Bank"), and FIRST SECURITY GROUP, INC. ("Company"), in order to reach an amicable termination of their employment relationship.

Triumph Investment Managers, LLC Coldstream Park Ÿ 116B South River Road Ÿ Bedford, NH 03110
Engagement Agreement • March 30th, 2012 • First Security Group Inc/Tn • National commercial banks

This Amendment (the “Amendment”) to the Engagement Agreement (the “Agreement”) dated April 28, 2011 among Triumph Investment Managers, LLC (“TIM”), First Security Group, Inc. (“First Security” or the “Company”) and FSGBank (the “Bank,” and, collectively with the Company, “FSGI”) reflects certain revisions to the Agreement, as agreed upon by the parties and set forth below. This Amendment amends the Agreement only in the specific respects set forth herein and does not affect the remaining provisions of the Agreement, which remain in full force and effect.

INCENTIVE STOCK OPTION AWARD PURSUANT TO THE FIRST SECURITY GROUP, INC.
Incentive Stock Option Award • April 15th, 2013 • First Security Group Inc/Tn • National commercial banks • Georgia

THIS INCENTIVE STOCK OPTION AWARD (the “Award”) is made as of the Grant Date by and between FIRST SECURITY GROUP, INC. (the “Company”), a Tennessee corporation; and _____________________ (the “Participant”).

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
First Security Group Inc/Tn • September 14th, 2010 • National commercial banks

Written Agreement by and between Docket No. 10-187-WA/RB-HC FIRST SECURITY GROUP, INC. Chattanooga, Tennessee and FEDERAL RESERVE BANK OF ATLANTA Atlanta, Georgia

FIRST SECURITY GROUP, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • July 26th, 2013 • First Security Group Inc/Tn • National commercial banks • Tennessee

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the Grant Date by and between First Security Group, Inc. (the “Company”), a Tennessee corporation, and ____________________ (the “Director”).

FIRST SECURITY GROUP, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • March 16th, 2005 • First Security Group Inc/Tn • National commercial banks • Tennessee

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the 26th day of February, 2003 by and between First Security Group, Inc. (the “Company”), a Tennessee corporation, and _____________________________ (the “Director”).

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • August 14th, 2003 • First Security Group Inc/Tn • National commercial banks • Tennessee

AGREEMENT by and among First Security Group, Inc. a Tennessee corporation having its principal offices in Chattanooga, Tennessee ("First Security"), Frontier Bank ("Bank"), which is a wholly owned subsidiary of First Security, and Larry R. Belk (the "Executive"), dated as of the 16 th day of May, 2003.

FIRST SECURITY GROUP, INC. RESTRICTED STOCK AWARD
Restricted Stock Award • April 15th, 2013 • First Security Group Inc/Tn • National commercial banks • Tennessee

This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the Grant Date by and between First Security Group, Inc. (the “Company”), a Tennessee corporation, and ____________________ (the “Director”).

SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK OFFERED PURSUANT TO SUBSCRIPTION RIGHTS DISTRIBUTED TO SHAREHOLDERS OF FIRST SECURITY GROUP, INC. THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., EASTERN TIME, ON SEPTEMBER 20, 2013,...
First Security Group Inc/Tn • August 16th, 2013 • National commercial banks

This letter is being distributed by First Security Group, Inc. (“First Security”) to all holders of record of shares of its common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on April 10, 2013 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the First Security prospectus dated ________, 2013 (the “Prospectus”).

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