Atlantic Capital Bancshares, Inc. (Form: 8-K, Received: 10/08/2015 16:34:01)

Sincerely,

/s/ Douglas L. Williams

/s/ Patrick Oakes

Douglas L. Williams

President & Chief Executive Officer

Patrick Oakes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 6, 2015

(Date of earliest event reported)

LOGO

Atlantic Capital Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Georgia

333-204855

20-5728270

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3280 Peachtree Road NE, Suite 1600

Atlanta, Georgia 30305

(Address of principal executive offices)

(Zip Code)

(404) 995-6050

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 6, 2015, Carol H. Tiarsmith notified Atlantic Capital Bancshares, Inc. (the “Company”) of her intention to resign as Executive Vice President, Chief Financial Officer (principal financial and accounting officer), Corporate Secretary and Treasurer of the Company and Executive Vice President and Chief Financial Officer of Atlantic Capital Bank (the “Bank”), effective immediately. In connection with her resignation, the Company sent a letter agreement, dated October 6, 2015, to Ms. Tiarsmith generally entitling her to the following: (i) a payment of $700,000, which represents two times her base salary plus bonus, to be paid in cash in equal semi-monthly installments over a 24-month period commencing January 15, 2016; (ii) a lump sum payment of $146,250, which represents her maximum bonus in year of separation; (iii) the right to exercise any and all stock options, restricted stock and other equity grants made to her by the Bank; (iv) her 2013 long-term incentive plan payout as earned in the first quarter of 2016 when such awards are paid; and (v) payment at target (30%) level of all other long-term incentive plan awards outstanding at January 1, 2016, to be paid over a 24-month performance period commencing January 15, 2016. The foregoing payments are subject to Ms. Tiarsmith’s execution of a release and subject to recoupment in the event she engages in a forfeiture event (as defined in the letter agreement). The foregoing summary of the letter agreement is qualified in its entirety by reference to the complete text of the letter agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On October 7, 2015, the Company’s Board of Directors appointed Patrick Oakes as Executive Vice President, Chief Financial Officer (principal financial officer and accounting officer), Secretary and Treasurer of the Company and Executive Vice President, Chief Financial Officer and Secretary of the Bank, effective immediately. Mr. Oakes, age 47, served as Executive Vice President and Chief Financial Officer of Square 1 Financial Inc. (“Square 1”) from August 2012 to October 2015. He is a senior financial executive with over 23 years of experience in banking, finance and capital markets. Prior to his employment with Square 1, he served as Executive Vice President and Chief Financial Officer of Encore Bancshares, Inc. from 2011 to 2012 and Senior Vice President and Treasurer for Sterling Bancshares, Inc. from 2003 to 2011. Mr. Oakes is a Chartered Financial Analyst. He received his undergraduate degree from Texas A&M University, and his MBA from Richmond, The American International University in London.

Pursuant to the Company’s offer letter dated September 30, 2015 as accepted by Mr. Oakes on October 2, 2015, Mr. Oakes is entitled to the following: (i) annual base salary of $315,000; (ii) eligibility to participate in the Company’s Executive Officer Short Term Incentive Plan with payments equal to 30% of base salary at target performance level; (iii) eligibility to participate in the Company’s Executive Officer Long Term Incentive Plan with payments equal to 30% of base salary at target performance level; (iv) a signing bonus of $30,000; (v) reimbursement of up to $33,750 of relocation expenses; (vi) reimbursement of expenses for up to 60 days of temporary housing in Atlanta; (vii) participation in the Company’s Change in Control Plan; and (viii) participation in the Company’s other benefit plans in accordance with practices for other executives of similar level. In addition, pending approval of the Company’s Board of Directors, Mr. Oakes will be entitled to receive a stock option for 50,000 shares of the Company’s common stock and 7,000 shares of the Company’s common stock subject to a restricted award. The foregoing summary of the offer letter is qualified in its entirety by reference to the complete text of the offer letter, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

There is no arrangement or understanding between Mr. Oakes and any other person pursuant to which he was or is to be selected as an officer. Mr. Oakes has no family relationships with any of the directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year, Mr. Oakes

has had no direct or indirect material interest in any transaction or any proposed transaction involving the Company (other than as described in this Current Report on Form 8-K) in which the amount involved exceeded or exceeds $120,000.

Item 8.01.

Other Events.

On October 8, 2015, the Company issued a press release announcing the appointment of Mr. Oakes and the resignation of Ms. Tiarsmith. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Additional Information About the Atlantic Capital/First Security Transaction:

This communication relates to the proposed merger transaction involving Atlantic Capital Bancshares, Inc. (“Atlantic Capital”) and First Security Group, Inc. (“First Security”). In connection with the proposed merger, Atlantic Capital and First Security have filed a definitive joint proxy statement/prospectus on Form S-4 and other relevant documents concerning the Merger with the Securities and Exchange Commission (the “SEC”), which were mailed to shareholders on or about September 18, 2015. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ATLANTIC CAPITAL, FIRST SECURITY AND THE PROPOSED MERGER. Investors are able to obtain copies of the joint proxy statement/prospectus and other relevant documents (as they become available) free of charge at the SEC’s website (www.sec.gov). Copies of documents filed with the SEC by Atlantic Capital will be available free of charge from Patrick Oakes, Executive Vice President and Chief Financial Officer, Atlantic Capital Bancshares, 3280 Peachtree Road, N.E., Suite 1600, Atlanta, Georgia, 30305, telephone: (404) 995-6050. Documents filed with the SEC by First Security will be available free of charge from First Security by contacting John R. Haddock, Executive Vice President and Chief Financial Officer, First Security Group, Inc., 531 Broad Street, Chattanooga, Tennessee, telephone: (423) 308-2075.

Atlantic Capital, First Security and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Atlantic Capital and the shareholders of First Security in connection with the proposed merger. Information about the directors and executive officers of Atlantic Capital is included in the definitive joint proxy statement/prospectus filed with the SEC on September 15, 2015. Information about the directors and executive officers of First Security is included in the proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 29, 2015. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction is included in the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC as they become available.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which Congress passed in an effort to encourage companies to provide information about their anticipated future financial performance. This act protects a company from unwarranted litigation if actual results are different from management expectations. This communication reflects the current views and estimates of future economic circumstances, industry conditions, company performance, and financial results of the management of Atlantic Capital and First Security. These forward-looking statements are subject to a number of factors and uncertainties which could cause Atlantic Capital’s, First Security’s or the combined company’s actual results and experience

to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. Forward-looking statements speak only as of the date they are made and neither Atlantic Capital nor First Security assumes any duty to update forward-looking statements. In addition to factors previously disclosed in First Security’s reports filed with the SEC and those identified elsewhere in this communication, these forward-looking statements include, but are not limited to, statements about (i) the expected benefits of the transaction between Atlantic Capital and First Security and between Atlantic Capital Bank and FSGBank, including future financial and operating results, cost savings, enhanced revenues and the expected market position of the combined company that may be realized from the transaction, and (ii) Atlantic Capital’s and First Security’s plans, objectives, expectations and intentions and other statements contained in this communication that are not historical facts. Other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “will,” “projects” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Atlantic Capital’s and First Security’s management and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements and such differences may be material.

The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Atlantic Capital and First Security may not integrate successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the expected growth opportunities and cost savings from the transaction may not be fully realized or may take longer to realize than expected; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons, including issues arising in connection with integration of the two banks; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including difficulties in maintaining relationships with employees, may be greater than expected; (5) governmental approvals of the transaction may not be obtained on the proposed terms or expected timeframe; (6) the terms of the proposed transaction may need to be modified to satisfy such approvals or conditions; (7) Atlantic Capital’s shareholders or First Security’s shareholders may fail to approve the transaction; (8) reputational risks and the reaction of the companies’ customers to the transaction; (9) diversion of management time on merger related issues; (10) changes in asset quality and credit risk; (11) the cost and availability of capital; (12) customer acceptance of the combined company’s products and services; (13) customer borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal, success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) severe catastrophic events in our geographic area; (17) a weakening of the economies in which the combined company will conduct operations may adversely affect its operating results; (18) the U.S. legal and regulatory framework, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (19) the interest rate environment may compress margins and adversely affect net interest income; (20) competition from other financial services companies in the companies’ markets could adversely affect operations; and (21) Atlantic Capital may not be able to raise sufficient financing to consummate the merger. Additional factors that could cause First Security’s results to differ materially from those described in the forward-looking statements can be found in First Security’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements concerning Atlantic Capital, First Security or the proposed merger or other matters and attributable to Atlantic Capital, First Security or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statements above. Atlantic Capital and First Security do not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements are made.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Letter Agreement, dated October 6, 2015, between Atlantic Capital Bank and Carol H. Tiarsmith

10.2		Offer Letter, dated September 30, 2015, between Atlantic Capital Bancshares, Inc., and Patrick Oakes

99.1		Press Release, dated October 8, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Atlantic Capital Bancshares, Inc.

By:		/s/ Douglas L. Williams
		Douglas L. Williams
		President and Chief Executive Officer

October 8, 2015

EXHIBIT INDEX


Exhibit No.		Description

10.1		Letter Agreement, dated October 6, 2015, between Atlantic Capital Bank and Carol H. Tiarsmith

10.2		Offer Letter, dated September 30, 2015, between Atlantic Capital Bancshares, Inc., and Patrick Oakes

99.1		Press Release, dated October 8, 2015

Exhibit 10.1

[ACB Letterhead]

October 6, 2015

Dear Carol,

As we have discussed, given our upcoming transition to a public company, the Board and I believe we will need someone in your role as Chief Financial Officer with significant public company experience. Therefore, we will be severing your employment on December 31, 2015. We appreciate your willingness to extend your employment through the end of 2015 to assist as needed with the transition.

Your contributions to this organization are immeasurable. You have built a strong infrastructure which will sustain our growth and operational complexity. In consideration for your long-term employment with Atlantic Capital Bank (including Atlantic Capital Bancshares, Inc., herein the “Bank”), your significant role as an initial founder and investor, and, importantly, your execution and delivery of the general release attached as Exhibit A (the “Release”) to become irrevocable on or before January 15, 2016, we make the following offer to you:

•

We will pay to you the amount of $700,000, which is equal to 2.0 times the sum of your current base salary of $260,000 plus target bonus of $90,000. This cash severance payment will be paid in equal semi-monthly installments over a 24 month period commencing on January 15, 2016, and ending on December 31, 2017, less applicable tax withholdings.

•

We will also pay to you the additional amount of $146,250, which is equal to your current base salary times 56.25 percent, the highest bonus percentage in effect for the year of your separation. This payment will be made in a lump sum, less applicable tax withholdings, in February 2016 when 2015 annual bonuses are paid.

•

We will reimburse your COBRA premiums, if any, for employee-only medical insurance coverage for the period commencing on January 15, 2016, and ending on December 31, 2016.

•

You will have the right to exercise any and all stock options, restricted stock and other equity grants made to you by the Bank based on original maturity.

•

You will receive your 2013 long term incentive plan payout as earned in the first quarter of 2016 when (LTIP) awards are paid. All other long term incentive plan (“LTIP”) awards which are outstanding at January 1, 2016, will be paid at target (30%) level of performance over a 24 month period commencing on January 15, 2016 and ending on December 31, 2017, less applicable tax withholdings.

All payments to be made under this agreement are subject to the condition that you do not engage in any activity which harms the Bank in any material respect as described on the attached Exhibit B (a “Forfeiture Event”). If a Forfeiture Event occurs, you will forfeit any right to further payments or benefits under this agreement. By accepting any payment or benefit under this agreement, you represent that there has been no Forfeiture Event, and that the Bank has the right to recoup any payment or benefit provided to you after the date of the Forfeiture Event.

As stated, our offer is subject to you accepting the offer by signing and returning the Release and the Release becoming irrevocable on or before January 15, 2016. Note that this means that you will need to

sign the Release no later than January 8, 2016. Finally, we will agree that you have accepted our offer as set forth in this letter if the Release as signed and returned to us becomes irrevocable on or before January 15, 2016.

Sincerely,

/s/ Douglas L. Williams

Douglas L. Williams

President and Chief Executive Officer

Atlantic Capital Bank

Enclosures

EXHIBIT A

GENERAL RELEASE

In consideration for the undertakings and promises set forth in the letter dated October 5, 2015 (the “Letter Agreement”) from Atlantic Capital Bank (the “Company”) which is attached to and incorporated by reference in this Release to Carol H. Tiarsmith (“Executive”), (on behalf of herself and her spouse, heirs, assigns and successors in interest) unconditionally releases, discharges, and holds harmless Atlantic Capital Bancshares, Inc., its current and former subsidiaries and affiliates (including the Company), and their respective current and former officers, directors, employees, agents, insurers, assigns and successors in interest (collectively, “ Released Persons ”) from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any claims which may be derived therefrom (collectively “Released Claims”), that Executive had, has, or might claim to have against Released Persons based upon facts occurring up to the time Executive executes this Release, whether presently known or unknown to, or suspected by, Executive, including, without limitation, any and all claims described below, other than any such claims Executive has or might have under the Letter Agreement:

(a) arising from or in connection with Executive’s employment, pay, bonuses, vacation or any other benefits, and other terms and conditions of employment or employment practices of any of the Released Persons;

(b) arising out of or relating to the termination of Executive’s employment with the Company or the surrounding circumstances thereof;

(c) based on alleged discrimination and/or harassment on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, 42 USC § 1981, the Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefits Protection Act (“OWBPA”), the Equal Pay Act, the Americans With Disabilities Act, or the Rehabilitation Act of 1973 (as any of these laws may have been amended) or any other labor, employment or anti-discrimination law under state, federal or local law;

(d) arising out of or in connection with the Employee Retirement Income Security Act of 1974, as amended, the Health Insurance Portability and Accountability Act, as amended, the Health Information Technology for Economic and Clinical Health Act, as amended, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or the Family Medical Leave Act, as amended;

(e) based on any contract, tort, whistleblower, personal injury, wrongful discharge theory, or other common law theory; or

(f) arising under any other written or oral agreements between Executive and any of the Released Persons (other than the Letter Agreement).

Except as otherwise set forth in this Release, Executive covenants not to sue or initiate any claims in any forum against any of the Released Persons on account of or in relation to any Released Claim, or to incite, assist or encourage other persons or entities to bring claims of any nature whatsoever against any

of the Released Persons. Executive further covenants not to accept, recover or receive any monetary damages or any other form of individual relief which may arise out of or in connection with any administrative proceedings which may be filed with or pursued independently by any governmental agency or agencies, whether federal, state or local, or by any other person or entity, against any of the Released Persons with respect to any of the Released Claims.

Notwithstanding anything in this Release to the contrary, this Release does not waive any rights or claims that may arise based on facts or events occurring after the date of Executive’s execution of this Release, including any claims under the ADEA that may arise after Executive signs this Release, nor does it serve to waive any rights or claims that are precluded from being waived by applicable law. Further, nothing in this Release shall prevent Executive from filing a complaint or charge with, or participating in any investigation or legal proceeding by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other governmental agency; however, Executive understands and agrees that Executive is waiving the right to any monetary or other individual recovery or relief in connection with any such complaint, charge, investigation, or legal proceeding.

If Executive breaches the above covenant not to sue, Executive shall pay all costs incurred by Released Persons (or each or any of them), including reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to filing any such lawsuit, shall return all but $500.00 of the cash or payments made to Executive as severance as set for in the Letter Agreement; provided, however, that Executive is not precluded from filing a charge or lawsuit under the ADEA that challenges the validity of this Release under the OWBPA. If Executive files a charge or lawsuit under the ADEA that is unsuccessful, the court may order Executive to pay attorney’s fees and/or costs incurred by Released Persons (or any of them) where authorized by law. In the event any such ADEA lawsuit is successful, the severance and other benefits set forth in the Letter Agreement that Executive received for signing this Release shall serve as restitution, recoupment, or setoff to any monetary award received by Executive.

By signing this Release, Executive warrants and represents that:

(a) Executive has carefully read and fully understands the provisions of this Release;

(b) Executive understands that this Release is not, and shall not be construed as, an admission of any liability or wrongdoing by any of the Released Persons with respect to any of the Released Claims;

(d) Executive understands that any discussions she may have had with counsel for any Released Person regarding her employment or this Release do not constitute legal advice to her and that she has retained, or had the opportunity to retain, her own independent counsel to render such advice;

(e) Executive understands that this Agreement FOREVER RELEASES all Released Persons to the extent set forth in this Release;

(f) In signing this Release, Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS RELEASE by any Released Person, or by any of their agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Release or otherwise;

(g) Executive agrees that this Release will be interpreted and enforced in accordance with Georgia law;

(h) Executive understands that this Release and the Letter Agreement constitute the entire agreement between Executive and the Company with respect to this subject matter hereof;

(i) Executive understands that she has twenty-one (21) calendar days from her initial receipt of this Release to consider whether or not to sign it; that she may do so earlier in Executive’s discretion; and that any modification or amendment of this Release, whether or not material, does not restart the running of this twenty-one (21) day period:

(j) Executive agrees to this Release knowingly, voluntarily and without intimidation, coercion or pressure; and

(k) The severance and other benefits set forth in the Letter Agreement constitute consideration for this Release to which Executive would not otherwise be entitled.

Executive may revoke this Release within seven (7) calendar days after signing it. To be effective, such revocation must be received in writing by the Company’s Executive Vice President HR and Marketing at the offices of Company at 3280 Peachtree road, NE, Atlanta, Georgia 30305. Revocation can be made by hand delivery or facsimile (404-995-5810) before the expiration of such seven (7) calendar day period. This Release will not become effective until the eighth day after Executive signs it and does not exercise this right of revocation.

Finally, Executive agrees to make herself reasonably available upon reasonable notice and for reasonable compensation for her time and expenses to provide information or documents, to provide declarations or statements, to meet with attorneys or other representatives of the Company, to prepare for and give depositions or testimony and/or otherwise to cooperate in the investigation, defense or prosecution in connection with any matters, claims, disputes, negotiations, investigations, lawsuits, or administrative proceedings involving Atlantic Capital Bancshares, Inc., the Company or any of their current or former affiliates or subsidiaries.

IN WITNESS WHEREOF , the undersigned has executed this Release as of the date set forth below.

Carol H. Tiarsmith “Executive”

Dated: , 201

EXHIBIT B

“Forfeiture Event”

For purposes of this Exhibit B to the letter agreement dated October 6, 2015 between the Bank and Carol Tiarsmith (“Tiarsmith”), the term “Forfeiture Event” shall be any one or more than one of the following:

§ 1. Confidential Information and Trade Secrets .

(a) To the extent that the Confidential Information (as defined in § 1(c)) rises to the level of a trade secret under applicable law, then Tiarsmith shall, for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by applicable law) have a Forfeiture Event if she (i) fails to protect and maintain the confidentiality of such trade secrets or (ii) discloses, copies, or uses any such trade secrets without the Bank’s prior written consent.

(b) To the extent that the Confidential Information (as defined in § 1(c) does not rise to the level of a trade secret under applicable law, Tiarsmith shall have a Forfeiture Event during the period of one year following her termination of employment (i) if Tiarsmith fails to protect and maintain the confidentiality of the Confidential Information or (ii) discloses, copies, or uses any Confidential Information without the Bank’s prior written consent.

(c) During Tiarsmith’s employment by the Bank, the Bank has disclosed to Tiarsmith for use in her employment, and Tiarsmith has been provided access to and otherwise will make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Bank does business, which is valuable to the Bank in conducting its business because the information is kept confidential and is not generally known to the Bank’s competitors or to the general public (“Confidential Information” ); provided, however, Confidential Information shall not include information generally known or easily obtained from public sources or public records, unless Tiarsmith causes the Confidential Information to become generally known or easily obtained from public sources or public records.

§ 2. Return of Property of the Bank . Upon termination of a Tiarsmith’s employment or at any other time upon request of the Bank, the Tiarsmith shall have a Forfeiture Event if he or she fails to immediately return to the Bank all property of the Bank (including, without limitation, all documents, electronic files, records, computer disks or other tangible or intangible things that may or may not relate to or otherwise comprise Confidential Information or trade secrets (as defined by applicable law) that Tiarsmith created, used, possessed or maintained while working for the Bank from whatever source and

whenever created, including all reproductions or excerpts thereof. This § 2 does not apply to purely personal documents of Tiarsmith, but it does apply to business calendars, Rolodexes, customer lists, contact sheets, computer programs, disks and their contents and like information that may contain some personal matters of Tiarsmith.

§ 3. Non-Solicitation of Customers . Tiarsmith shall have a Forfeiture Event if, for a period of twelve (12) months following her employment termination, Tiarsmith, directly or indirectly, contacts, solicits, diverts, appropriates, or calls upon, with the intent of doing business with, the customers or clients of the Bank with whom Tiarsmith has had material contact during the last year of the Tiarsmith’s employment with the Bank, including prospects of the Bank with whom the Tiarsmith had such contact during such last year of the Tiarsmith’s employment, if the purpose of such activity is either (a) to solicit such customers or clients or prospective customers or clients for a Competitive Business (as defined in § 4 of this Exhibit B), including, without limitation, any Competitive Business started by Tiarsmith or (b) to otherwise encourage any such customer or client to discontinue, reduce, or adversely alter the amount of its business with the Bank.

§ 4. Competitive Business . A “Competitive Business” for purposes of this Exhibit B is an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Bank during Tiarsmith’s employment with the Bank.

§ 6. Non-Piracy of Employees . Tiarsmith shall have a Forfeiture Event if, during the period of twelve (12) months following her employment termination, Tiarsmith, directly or indirectly: (a) solicits, recruits, or hires (or attempts to solicit, recruit, or hire) or otherwise assist anyone in soliciting, recruiting, or hiring, any employee or independent contractor (which shall not include non-exclusive outside vendors) of the Bank who performed work for the Bank within the last six (6) months of Tiarsmith’s employment with the Bank or who was otherwise engaged or employed with the Bank at the time of such termination of employment of Tiarsmith or (b) otherwise encourages, solicits, or supports any such employees or independent contractors to leave their employment or engagement with the Bank, in either case until such employee or contractor has been terminated or separated from the Bank for at least twelve (12) months.

Exhibit 10.2

[ACB Letterhead]

September 30, 2015

Dear Pat:

We are pleased to make this offer of a position with Atlantic Capital as Executive Vice President and Chief Financial Officer. Your appointment to this position is subject to final approval of the Board of Directors. The opportunity to build a premier southeastern corporate business and private banking organization is exciting and we believe you are precisely the right person to fill this critical role.

As Chief Financial Officer, you will report to me and be responsible for the corporation’s treasury, asset and liability management, control, accounting, budgeting and analysis, investor relations, and corporate real estate activities.

Your starting salary will be $315,000 per year and you will be eligible to participate in a performance based short-term cash incentive plan. At target level the plan pays 30% of salary. You will also participate in a long term incentive plan with a target level payout of 30% of salary. As soon as practical following your employment, completion of Atlantic Capital’s pending merger transaction and registration of the applicable equity incentive plan, subject to Board Approval, you will receive an option for 50,000 shares at market when granted and 7,000 shares subject to a restricted award. It is expected that the stock option will have a 5 year ratable vesting schedule and a 10 year term and the restricted award will have a 5 year cliff vesting schedule, each subject to continued employment and other terms and conditions. The awards will be subject to the terms and conditions established by the Compensation Committee as well as the applicable equity incentive plan and award agreements. In the first pay period after your start date, you will receive a signing bonus of $30,000. Finally, as an executive officer, you will be covered under Atlantic Capital’s Executive Change-In-Control Plan.

As we discussed, your start date will be determined based upon the close of the merger for your current employer. To assist you with your relocation from Raleigh to Atlanta, we will reimburse you up to $33,750 in expenses which has been grossed up for taxes. We will also reimburse you for temporary housing in Atlanta for up to 60 days.

We will provide you with a competitive package of benefits including, but not limited to, health care coverage and a defined contribution retirement plan.

Your credentials and accomplishments are impressive and it will be a privilege to have you on our executive management team.

Exhibit 99.1

Atlantic Capital Bancshares announces new

Executive Vice President and Chief Financial Officer

Patrick T. Oakes joins Atlantic Capital from Square 1

ATLANTA, October 8, 2015 – Atlantic Capital Bancshares, Inc. (“Atlantic Capital”) has hired Patrick T. Oakes as Executive Vice President and Chief Financial Officer of Atlantic Capital and its wholly owned subsidiary, Atlantic Capital Bank. Oakes has more than 23 years in banking, finance and capital markets.

“Patrick has extensive experience in senior financial roles at publicly held banking companies. That experience will enhance our ability to become a top performing regional banking company,” said Doug Williams, President and Chief Executive Officer of the holding company and the bank. “We’re excited to have him join our team and help lead us forward.”

Oakes served as CFO at Square 1 Financial, Inc., Durham, North Carolina from 2012 until 2015. He previously was Executive Vice President and Chief Financial Officer of Encore Bancshares, Inc., Houston, Texas and was Senior Vice President and Treasurer for Sterling Bancshares, Inc., Houston, Texas. A Chartered Financial Analyst, he earned a Masters in Business Administration from Richmond, The American International University in London; and an undergraduate degree in Electrical Engineering Technology from Texas A&M University.

At Atlantic Capital Oakes succeeds Carol Tiarsmith who has resigned to pursue a new professional opportunity. Tiarsmith served as Atlantic Capital’s Chief Financial Officer since its inception in 2007. “Carol’s contribution to Atlantic Capital’s success has been considerable,” according to Williams. “She has built a finance organization capable of sustaining steady growth and increased operational complexity. We are grateful for her good work and wish her the very best in the years ahead.”

About Atlantic Capital

Atlanta-based Atlantic Capital has $1.3 billion in assets and serves privately held small and mid-size companies, not-for-profits, and developers of industrial, office, multi-family and retail commercial properties. Founded in 2007, the company is headquartered at 3280 Peachtree Road, Atlanta, Georgia.

Contact:

Corporate Communications

Email: anita.hill@atlcapbank.com

Phone: 404.995.6050

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