THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 23rd day of June, 2016 (the “Effective Date”), between CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Bank,” and Dandridge W. Hogan, hereinafter referred to as “Executive.”
THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 31st day of May, 2016 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company”) and CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, (the “Bank”) (the Company and Bank together referred to herein as “CapStar”) and Rob Anderson, hereinafter referred to as “Executive.”
CAPSTAR FINANCIAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTCapstar Financial • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS AGREEMENT is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of , 20 .
AGREEMENT AND PLAN OF SHARE EXCHANGEAgreement and Plan of Share Exchange • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Agreement”) is executed and delivered as of December 1, 2015, by and between CAPSTAR FINANCIAL HOLDINGS, INC., a Tennessee corporation (“Holding Company”), and CAPSTAR BANK, a Tennessee-chartered banking corporation (“Bank”), for the purpose of effecting a statutory share exchange to facilitate the formation of a one-bank holding company that will own all of the issued and outstanding shares of Bank.
CAPSTAR BANK COMMON STOCK PURCHASE WARRANT AGREEMENTCommon Stock Purchase Warrant Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
(the “Grantee”), who is the Registered Holder of Capstar Common Stock, shares of Qualifying Common Stock the right to purchase, at any time and from time to time, until 5:00 p.m. Central Time on the Expiration Date (defined below), up to shares of Common Stock on the terms and subject to the conditions set forth below.
FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) made and entered into on this 27th day of June, 2016 (the “Effective Date”), between CapStar Financial Holdings, Inc., a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Company” and Claire W. Tucker, hereinafter referred to as “Executive.”
CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of , 20 .
CAPSTAR FINANCIAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTCapstar Financial • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS AGREEMENT is made between CapStar Financial Holdings, Inc., a Tennessee corporation (hereinafter the “Company”), and [name] (hereinafter the “Participant”).
CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of April, 2016.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into as of August 15, 2016 (the “Effective Date”), by and among CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Dale W. Polley, an individual residing in the state of Tennessee (“Consultant”). The Company and Consultant are referred to herein collectively as the “Parties” and each as a “Party”.
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of August 22, 2016 among CAPSTAR FINANCIAL HOLDINGS, INC., CAPSTAR BANK, CORSAIR III FINANCIAL SERVICES CAPITAL PARTNERS, L.P., CORSAIR III FINANCIAL SERVICES OFFSHORE 892 PARTNERS, L.P.,...Shareholders’ Agreement • August 29th, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of August 22, 2016 among (i) CapStar Financial Holdings, Inc., a Tennessee corporation (the “Holding Company”), (ii) CapStar Bank, a Tennessee commercial bank (the “Bank”), (iii) Corsair III Financial Services Capital Partners, L.P., a Delaware limited partnership, and Corsair III Financial Services Offshore 892 Partners, L.P., a Cayman exempted limited partnership (each, a “Corsair Fund” and, collectively, the “Corsair Funds”), (iv) North Dakota Investors, LLC, a Delaware limited liability company (“Newco” and, together with the Corsair Funds, the “Corsair Investors”) and (v) certain other Persons listed on the signature pages hereof (the “Other Shareholders”). “Corsair Investors” shall mean, if such entities or persons shall have Transferred any of their “Holding Company Securities” to any of their respective “Corsair Investor Transferees” (as such terms are defined below), such entities or persons and su
