0000822662-12-000011 Sample Contracts

EXECUTIVE CONTINUITY AGREEMENT
Executive Continuity Agreement • December 27th, 2012 • Fidelity Southern Corp • State commercial banks • Georgia

This Executive Continuity Agreement (this “Agreement’) entered into this 21st day of December 2012 among Fidelity Southern Corporation (“Fidelity Southern”), Fidelity Bank (the “Bank” and together with Fidelity Southern collectively referred to as “Fidelity”) and H. Palmer Proctor, Jr. (the “Executive”).

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FIDELITY SOUTHERN CORPORATION FIDELITY BANK EMPLOYMENT AGREEMENT FOR JAMES B. MILLER, JR.
Employment Agreement • December 27th, 2012 • Fidelity Southern Corp • State commercial banks • Georgia

THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered into this 21st day of December 2012, effective as of the 1st day of January 2013, by and among FIDELITY SOUTHERN CORPORATION (“Fidelity Southern”), a Georgia corporation, FIDELITY BANK (the “Bank”), a Georgia banking corporation, and James B. Miller, Jr. (“Miller”). Fidelity Southern and the Bank are referred to collectively as “Fidelity. ” The Employment Agreement among Fidelity and Miller dated January 18, 2007, as amended effective December 16, 2008, January 1, 2010, and January 1, 2012, (the “2008 Agreement”) is hereby terminated and replaced by this Agreement effective as of January 1, 2013; provided, however, that Miller shall retain all rights to any incentive compensation payable under the 2008 Agreement that was earned and payable as of the date hereof.

FIDELITY SOUTHERN CORPORATION FIDELITY BANK EMPLOYMENT AGREEMENT FOR
Employment Agreement • December 27th, 2012 • Fidelity Southern Corp • State commercial banks • Georgia

THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered this 21st day of December 2012, effective as of January 2013, by and among FIDELITY SOUTHERN CORPORATION (“Fidelity Southern”), a Georgia corporation, FIDELITY BANK (the “Bank”), a Georgia banking corporation, and H. Palmer Proctor, Jr. (“Proctor”). Fidelity Southern and the Bank are referred to collectively as “Fidelity ” The Employment Agreement among Fidelity and Proctor dated January 18, 2007, as amended effective December 16, 2008, January 1, 2010, and January 1, 2012, (the “2008 Agreement”) is hereby terminated and replaced by this Agreement effective as of January 1, 2013; provided, however, that Proctor shall retain all rights to any incentive compensation payable under the 2008 Agreement that was earned and payable as of the date hereof.

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