David Gaines

Park Sterling Bank – Agreement and Release (February 9th, 2016)

This Agreement and Release ("Agreement") is made by and between David L. Gaines ("Employee" or "you") and Park Sterling Bank (the "Bank"). You and the Bank may be referred to collectively as the "Parties," and each individually as a "Party."

Park Sterling Bank – PARK STERLING CORPORATION 2008 EQUITY INCENTIVE PLAN as Amended and Restated Effective October 1, 2012 ARTICLE 1 -GENERAL (November 15th, 2012)

Park Sterling Bank – PARK STERLING CORPORATION 2003 STOCK OPTION PLAN as Amended and Restated Effective as of October 1, 2012 (November 15th, 2012)

Park Sterling Bank – PARK STERLING BANK 1999 STOCK OPTION PLAN as Amended and Restated Effective as of October 1, 2012 (November 15th, 2012)

Park Sterling Bank – Employment Agreement (January 13th, 2011)

THIS AGREEMENT is made as of the 29th day of July, 2010, by and between PARK STERLING BANK, a state bank organized and existing under the laws of the State of North Carolina (the Bank), and David Gaines, a resident of the State of North Carolina (the Executive).