Exhibit 10.1

SECOND AMENDMENT TO THE

AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY

CONTINUATION AGREEMENT

WHEREAS, Wilson Bank and Trust (the “Bank”) and James Randall Clemons, (the “Executive”) previously entered into the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of March 30, 1995; and

WHEREAS, the Agreement is designed to provide retirement benefits (the “Benefits”) to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank and the Executive amended the Agreement on January 1, 2009, to make changes required by Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Bank and the Executive further amended the Agreement to (i) clarify the payment of benefits thereunder following the Executive’s disability and (ii) freeze the accrual of Benefits under the Agreements as of October 1, 2012;

WHEREAS, the Bank and the Executive have agreed to further amend the Agreement to extend the period of benefit payments regarding the Executive’s Retirement following age 65 under the Agreement and executed Amendments as of September 26, 2016.

NOW, THEREFORE, effective September 26, 2016, the Bank and the Executive hereby amend the Agreement to add a new Section 27, which shall read as follows:

27. Notwithstanding any other provision of this Agreement, in the event that (i) benefits become payable under Sections 3(a) and 4(a) of the Agreement and any Amendments thereto, (ii) if such benefits have been paid for a total of One Hundred Eighty (180) payments (the “Original Payment Period”), as provided in Section 4(a) hereunder, and (iii) the Executive is currently living at the end of the Original Payment Period, then such benefit payments shall continue beyond the Original Payment Period for the remainder of the Executive’s life. Such

extension of accrued benefits will be paid in accordance with the terms of Sections 3(a) and 4(a) of the Agreement and any Amendments thereto in a manner consistent therewith and with Section 409A of the Code. Notwithstanding the foregoing, the continuation of payments under this Agreement past the Original Payment Period and for the remainder of the Executive’s life shall not effect the time and form of payment of any amounts already accrued under the Agreement or any other arrangement. The Bank and Executive both acknowledge that the continuation of benefits hereunder past the Original Payment Period is a new and separate benefit and such benefit shall only be paid following the Original Payment Period if the Executive is alive at such time.

IN WITNESS WHEREOF, both parties hereto acknowledge that each has carefully read and considered this Amendment and consent to the changes contained herein. Both parties have caused this Second Amendment to the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement to be executed this 26th day of September, 2016, effective September 26, 2016.

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Exhibit 10.2

SECOND AMENDMENT TO THE

AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY

CONTINUATION AGREEMENT

WHEREAS, Wilson Bank and Trust (the “Bank”) and H. Elmer Richerson, (the “Executive”) previously entered into the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of March 30, 1995; and

WHEREAS, the Agreement is designed to provide retirement benefits (the “Benefits”) to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank and the Executive amended the Agreement on January 1, 2009, to make changes required by Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Bank and the Executive further amended the Agreement to (i) clarify the payment of benefits thereunder following the Executive’s disability and (ii) freeze the accrual of Benefits under the Agreement as of October 1, 2012; and

WHEREAS, the Bank and the Executive have agreed to further amend the Agreement to extend the period of benefit payments regarding the Executive’s Retirement following age 65 under the Agreement and executed Amendments as of September 26, 2016.

NOW, THEREFORE, effective September 26, 2016, the Bank and the Executive hereby amend the Agreement to add a new Section 27, which shall read as follows:

27. Notwithstanding any other provision of this Agreement, in the event that (i) benefits become payable under Sections 3(a) and 4(a) of the Agreement and any Amendments thereto, (ii) if such benefits have been paid for a total of One Hundred Eighty (180) payments (the “Original Payment Period”), as provided in Section 4(a) hereunder, and (iii) the Executive is currently living at the end of the Original Payment Period, then such benefit payments shall continue beyond the Original Payment Period for the remainder of the Executive’s life. Such

extension of accrued benefits will be paid in accordance with the terms of Sections 3(a) and 4(a) of the Agreement and any Amendments thereto in a manner consistent therewith and with Section 409A of the Code. Notwithstanding the foregoing, the continuation of payments under this Agreement past the Original Payment Period and for the remainder of the Executive’s life shall not effect the time and form of payment of any amounts already accrued under the Agreement or any other arrangement. The Bank and Executive both acknowledge that the continuation of benefits hereunder past the Original Payment Period is a new and separate benefit and such benefit shall only be paid following the Original Payment Period if the Executive is alive at such time.

IN WITNESS WHEREOF, both parties hereto acknowledge that each has carefully read and considered this Amendment and consent to the changes contained herein. Both parties have caused this Second Amendment to the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement to be executed this 26th day of September, 2016, effective September 26, 2016.

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Exhibit 10.3

SECOND AMENDMENT TO THE

AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY

CONTINUATION AGREEMENT

WHEREAS, Wilson Bank and Trust (the “Bank”) and Lisa Pominski, (the “Executive”) previously entered into the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of March 21, 2001; and

WHEREAS, the Agreement is designed to provide retirement benefits (the “Benefits”) to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank and the Executive amended the Agreement on January 1, 2009, to make changes required by Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Bank and the Executive further amended the Agreement to (i) clarify the payment of benefits thereunder following the Executive’s disability and (ii) freeze the accrual of Benefits under the Agreement as of October 1, 2012; and

WHEREAS, the Bank and the Executive have agreed to further amend the Agreement to extend the period of benefit payments regarding the Executive’s Retirement following age 65 under the Agreement and executed Amendments as of September 26, 2016.

NOW, THEREFORE, effective September 26, 2016, the Bank and the Executive hereby amend the Agreement to add a new Section 27, which shall read as follows:

27. Notwithstanding any other provision of this Agreement, in the event that (i) benefits become payable under Sections 3(a) and 4(a) of the Agreement and any Amendments thereto, (ii) if such benefits have been paid for a total of One Hundred Eighty (180) payments (the “Original Payment Period”), as provided in Section 4(a) hereunder, and (iii) the Executive is currently living at the end of the Original Payment Period, then such benefit payments shall continue beyond the Original Payment Period for the remainder of the Executive’s life. Such extension of accrued benefits will be paid in accordance with the terms of Sections 3(a) and 4(a)

of the Agreement and any Amendments thereto in a manner consistent therewith and with Section 409A of the Code. Notwithstanding the foregoing, the continuation of payments under this Agreement past the Original Payment Period and for the remainder of the Executive’s life shall not effect the time and form of payment of any amounts already accrued under the Agreement or any other arrangement. The Bank and Executive both acknowledge that the continuation of benefits hereunder past the Original Payment Period is a new and separate benefit and such benefit shall only be paid following the Original Payment Period if the Executive is alive at such time.

IN WITNESS WHEREOF, both parties hereto acknowledge that each has carefully read and considered this Amendment and consent to the changes contained herein. Both parties have caused this Second Amendment to the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement to be executed this 26 ^th day of September, 2016, effective September 26, 2016.

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Exhibit 10.4

SECOND AMENDMENT TO THE

AMENDED AND RESTATED WILSON BANK AND TRUST EXECUTIVE SALARY

CONTINUATION AGREEMENT

WHEREAS, Wilson Bank and Trust (the “Bank”) and Gary D. Whitaker, (the “Executive”) previously entered into the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of March 1, 1998; and

WHEREAS, the Agreement is designed to provide retirement benefits (the “Benefits”) to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank and the Executive amended the Agreement on January 1, 2009, to make changes required by Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Bank and the Executive further amended the Agreement to (i) clarify the payment of benefits thereunder following the Executive’s disability and (ii) freeze the accrual of Benefits under the Agreement as of October 1, 2012; and

WHEREAS, the Bank and the Executive have agreed to further amend the Agreement to extend the period of benefit payments regarding the Executive’s Retirement following age 65 under the Agreement and executed Amendments as of September 26, 2016.

NOW, THEREFORE, effective September 26, 2016, the Bank and the Executive hereby amend the Agreement to add a new Section 27, which shall read as follows:

27. Notwithstanding any other provision of this Agreement, in the event that (i) benefits become payable under Sections 3(a) and 4(a) of the Agreement and any Amendments thereto, (ii) if such benefits have been paid for a total of One Hundred Eighty (180) payments (the “Original Payment Period”), as provided in Section 4(a) hereunder, and (iii) the Executive is currently living at the end of the Original Payment Period, then such benefit payments shall continue beyond the Original Payment Period for the remainder of the Executive’s life. Such

extension of accrued benefits will be paid in accordance with the terms of Sections 3(a) and 4(a) of the Agreement and any Amendments thereto in a manner consistent therewith and with Section 409A of the Code. Notwithstanding the foregoing, the continuation of payments under this Agreement past the Original Payment Period and for the remainder of the Executive’s life shall not effect the time and form of payment of any amounts already accrued under the Agreement or any other arrangement. The Bank and Executive both acknowledge that the continuation of benefits hereunder past the Original Payment Period is a new and separate benefit and such benefit shall only be paid following the Original Payment Period if the Executive is alive at such time.

IN WITNESS WHEREOF, both parties hereto acknowledge that each has carefully read and considered this Amendment and consent to the changes contained herein. Both parties have caused this Second Amendment to the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement to be executed this 26 day of September, 2016, effective September 26, 2016.

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Exhibit 10.5

SECOND AMENDMENT TO THE

WILSON BANK AND TRUST EXECUTIVE SALARY CONTINUATION AGREEMENT

WHEREAS, Wilson Bank and Trust (the “Bank”) and John C. McDearman, (the “Executive”) previously entered into the Wilson Bank and Trust Executive Salary Continuation Agreement (the “Agreement”), originally effective as of January 1, 2006; and

WHEREAS, the Agreement is designed to provide retirement benefits (the “Benefits”) to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank and the Executive amended the Agreement on January 1, 2009, to make changes required by Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Bank and the Executive further amended the Agreement to (i) clarify the payment of benefits thereunder following the Executive’s disability and (ii) freeze the accrual of Benefits under the Agreements as of October 1, 2012; and

WHEREAS, the Bank and the Executive have agreed to further amend the Agreement to extend the period of benefit payments regarding the Executive’s Retirement following age 65 under the Agreement and executed Amendments as of September 26, 2016.

NOW, THEREFORE, effective September 26, 2016, the Bank and the Executive hereby amend the Agreement to add a new Section 27, which shall read as follows:

27. Notwithstanding any other provision of this Agreement, in the event that (i) benefits become payable under Sections 3(a) and 4(a) of the Agreement and any Amendments thereto, (ii) if such benefits have been paid for a total of One Hundred Eighty (180) payments (the “Original Payment Period”), as provided in Section 4(a) hereunder, and (iii) the Executive is currently living at the end of the Original Payment Period, then such benefit payments shall continue beyond the Original Payment Period for the remainder of the Executive’s life. Such extension of accrued benefits will be paid in accordance with the terms of Sections 3(a) and 4(a)

of the Agreement and any Amendments thereto in a manner consistent therewith and with Section 409A of the Code. Notwithstanding the foregoing, the continuation of payments under this Agreement past the Original Payment Period and for the remainder of the Executive’s life shall not effect the time and form of payment of any amounts already accrued under the Agreement or any other arrangement. The Bank and Executive both acknowledge that the continuation of benefits hereunder past the Original Payment Period is a new and separate benefit and such benefit shall only be paid following the Original Payment Period if the Executive is alive at such time.

IN WITNESS WHEREOF, both parties hereto acknowledge that each has carefully read and considered this Amendment and consent to the changes contained herein. Both parties have caused this Second Amendment to the Amended and Restated Wilson Bank and Trust Executive Salary Continuation Agreement to be executed this 26th day of September, 2016, effective September 26, 2016.

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Exhibit 10.6

WILSON BANK HOLDING COMPANY

AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

WILSON BANK HOLDING COMPANY

AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN

Section 1. Purpose.

This plan shall be known as the “The Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan” (the “Plan”). The purpose of the Plan is to promote the interests of Wilson Bank Holding Company (the “Company”) and its shareholders by (i) attracting and retaining key officers, employees and directors of, and consultants to, the Company and its Subsidiaries and Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its shareholders. With respect to any awards granted under the Plan that are intended to comply with the requirements of “performance-based compensation” under Section 162(m) of the Code, the Plan shall be interpreted in a manner consistent with such requirements.

Section 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

2.1 “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest, (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act; and (iv) any entity in which the Company has at least twenty percent (20%) of the combined voting power of the entity’s outstanding voting securities, in each case as designated by the Board as being a participating employer in the Plan.

2.2 “Award” means any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit, Performance Award, or Other Stock-Based Award granted under the Plan, whether singly, in combination or in tandem, to a Participant by the Committee (or the Board) pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee (or the Board) may establish.

2.3 “Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

2.4 “Board” means the Board of Directors of the Company.

2.5 “ Cause ” means, unless otherwise defined in the applicable Award Agreement, (i) a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or (ii) a Participant’s willful misconduct or dishonesty, which is directly and materially harmful to the business or reputation of the Company or any Subsidiary or Affiliate.

2.6 “Change in Control” means, unless otherwise provided in the applicable Award Agreement, the happening of one of the following:

(i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

(ii) as the result of, or in connection with, consummation of any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

(iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.8 “Committee” means the Personnel Committee of the Board or such other committee as the Board may so designate. The Committee shall be composed of not less than two Non-Employee Directors, at least two of whom shall be a “non-employee director” for purposes of exchange Act Section 16 and Rule 16b-3 thereunder.

2.9 “Consultant” means any consultant to the Company or its Subsidiaries or Affiliates.

2.10 “Covered Officer” means at any date (i) any individual who, with respect to the previous taxable year of the Company, was a “covered employee” of the Company within the meaning of Section 162(m); provided, however, that the term “Covered Officer” shall not include any such individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to the taxable year of the Company in which the applicable Award will be paid or vested, and (ii) any individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be such a “covered employee” with respect to the taxable year of the Company in which any applicable Award will be paid or vested.

2.11 “Director” means a member of the Board or a member of the board of directors of any Subsidiary or Affiliate of the Company.

2.12 “Disability” means, unless otherwise defined in the applicable Award Agreement, a disability that would qualify as a total and permanent disability under the Company’s then current long-term disability plan. With respect to Awards subject to Section 409A of the Code, unless otherwise defined in the applicable Award Agreement, the term “Disability” shall have the meaning set forth in Section 409A of the Code.

2.13 “ Early Retirement ” means, unless otherwise provided in the applicable Award Agreement, retirement of a Participant with the express consent of the Committee at or before the time of such retirement, from active employment with the Company and any Subsidiary or Affiliate prior to age 65, in accordance with any applicable early retirement policy of the Company then in effect or as may be approved by the Committee.

2.14 “Effective Date” has the meaning provided in Section 16.1 of the Plan.

2.15 “Employee” means a current or prospective officer or employee of the Company or of any Subsidiary or Affiliate.

2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.17 “Fair Market Value” means, as of any date, the value of a Share as determined by the Committee, in its discretion, subject to the following: (i) if, on such date, Shares are listed on a national or regional securities exchange or market system, or Share prices are quoted on the Over the Counter Bulletin Board (OTCBB), the Fair Market Value of a Share shall be the closing price of a Share (or the mean of the closing bid and asked prices of a Share if the Share price is so quoted instead) as quoted on such national or regional securities exchange, market system or OTCBB constituting the primary market of the Shares, as reported in The Wall Street Journal , the OTCBB or such other source as the Company deems reliable; if the relevant date does not fall on a day on which the Shares have traded over the counter or on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Shares were so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion, and (ii) in the event there is

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no public market for the Shares on such date, the fair market value as determined by the Board or Committee pursuant to the reasonable application of such reasonable valuation method as the Board or Committee in its sole discretion shall deem appropriate; provided, however, that, with respect to Incentive Stock Options, “fair market value” shall be determined pursuant to Section 422(c)(7) of the Code, and for purposes of a sale of a Share as of any date, the actual sales price on that date.

2.18 “ Good Reason ” means, unless otherwise provided in an Award Agreement, (i) the assignment of duties to a Participant following a Change in Control that are materially adversely inconsistent with the Participant’s duties immediately prior to a Change in Control, and failure to rescind such assignment within thirty (30) days of receipt of notice from the Participant; (ii) a material reduction in a Participant’s title, authority or reporting status following a Change in Control as compared to such title, authority or reporting status immediately prior to a Change in Control, (iii) a relocation of the office at which the Participant is to perform the majority of his or her duties following a Change in Control to a location more than fifty (50) miles from the location at which the Participant performed such duties prior to the Change in Control; (iv) a reduction in the Participant’s base salary as in effect immediately prior to a Change in Control or the failure of the Company to pay or cause to be paid any compensation or benefits when due, and failure to restore such annual base salary or make such payments within five (5) days of receipt of notice from the Participant; or (v) the failure to include the Participant in any new employee benefit plans proposed by the Company or a material reduction in the Participant’s level of participation in any existing plans of any type; provided that a Company-wide reduction or elimination of such plans shall not constitute “Good Reason” for purposes of this Plan.

2.19 “Grant Price” means the price established at the time of grant of an SAR pursuant to Section 6 used to determine whether there is any payment due upon exercise of the SAR.

2.20 “Incentive Stock Option” means an option to purchase Shares from the Company that is granted under Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

2.21 “Non-Employee Director” means a member of the Board who is not an officer or employee of the Company or any Subsidiary or Affiliate of the Company.

2.22 “Non-Qualified Stock Option” means an option to purchase Shares from the Company that is granted under Sections 6 or 10 of the Plan and is not intended to be an Incentive Stock Option.

2.23 “ Normal Retirement ” means, unless otherwise defined in the applicable Award Agreement, retirement of a Participant from active employment with the Company or any of its Subsidiaries or Affiliates on or after such Participant’s 65th birthday.

2.24 “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

2.25 “Option Price” means the purchase price payable to purchase one Share upon the exercise of an Option.

2.26 “Other Stock-Based Award” means any Award granted under Sections 9 or 10 of the Plan.

2.27 “Outside Director” means, with respect to the grant of an Award, a member of the Board then serving on the Committee.

2.28 “Participant” means any Employee, Director, Consultant or other person who receives an Award under the Plan.

2.29 “Performance Award” means any Award granted under Section 8 of the Plan.

2.30 “Person” means any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

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2.31 “Restricted Share” means any Share granted under Sections 7 to 10 of the Plan.

2.32 “Restricted Share Unit” means any unit granted under Sections 7 to 10 of the Plan.

2.33 “Retirement” means Normal or Early Retirement.

2.34 “SEC” means the Securities and Exchange Commission or any successor thereto.

2.35 “Section 16” means Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in effect from time to time.

2.36 “Section 162(m)” means Section 162(m) of the Code and the regulations promulgated thereunder and any successor provision thereto as in effect from time to time.

2.37 “Separation from Service” or “Separates from Service” shall have the meaning ascribed to such term pursuant to Section 409A of the Code and the regulations promulgated thereunder.

2.38 “Shares” means shares of the common stock, par value $2.00 per share, of the Company, or any security into which such shares may be converted by reason of any event of the type referred to in Sections 4.2, 13.3, and 14.3.

2.39 “Share Reserve” has the meaning set forth in Section 4.1 hereof.

2.40 “Specified Employee” has the meaning ascribed to such term pursuant to Section 409A of the Code and the regulations promulgated thereunder.

2.41 “Stock Appreciation Right” or “SAR” means a stock appreciation right granted under Sections 6 , 8 or 10 of the Plan that entitles the holder to receive, with respect to each Share encompassed by the exercise of such SAR, the amount determined by the Committee and specified in an Award Agreement. In the absence of such a determination, the holder shall be entitled to receive, with respect to each Share encompassed by the exercise of such SAR, the excess of the Fair Market Value of such Share on the date of exercise over the Grant Price.

2.42 “Subsidiary” means any Person (other than the Company) of which 50% or more of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company.

2.43 “Substitute Awards” means Awards granted solely in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

Section 3. Administration.

3.1 Authority of Committee. The Plan shall be administered by a Committee, which shall be appointed by and serve at the pleasure of the Board; provided, however, with respect to Awards to Outside Directors, all references in the Plan to the Committee shall be deemed to be references to the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full and final power and authority in its discretion (and in accordance with Section 409A of the Code with respect to Awards subject thereto) to: (i) designate Participants; (ii) determine eligibility for participation in the Plan and decide all questions concerning eligibility for and the amount of Awards under the Plan; (iii) determine the type or types of Awards to be granted to a Participant; (iv) determine the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with Awards; (v) determine the timing, terms, and conditions of any Award; (vi) accelerate the time at which all or any part of an Award may be settled or exercised; (vii) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled,

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exercised, canceled, forfeited or suspended; (viii) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (ix) grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or a Subsidiary or Affiliate; (x) grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the Incentive Stock Option rules under Section 422 of the Code and the nonqualified deferred compensation rules under Section 409A of the Code, where applicable; (xi) make all determinations under the Plan concerning any Participant’s Separation from Service with the Company or a Subsidiary or Affiliate, including whether such separation occurs by reason of Cause, Good Reason, Disability, Retirement, or in connection with a Change in Control and whether a leave constitutes a Separation from Service; (xii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xiii) except to the extent prohibited by Section 6.2 , amend or modify the terms of any Award at or after grant with the consent of the holder of the Award; (xiv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xv) adopt special guidelines and provisions for Persons who are residing in, employed in or subject to the taxes of any domestic or foreign jurisdiction to comply with applicable tax and securities laws of such domestic or foreign jurisdiction; and (xvi) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any agreement related thereto or make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan, subject to the exclusive authority of the Board under Section 14 hereunder to amend or terminate the Plan.

3.2 Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary or Affiliate, any Participant and any holder or beneficiary of any Award. The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees or Directors who are eligible to receive, Awards (whether or not such Participants or eligible Employees or Directors are similarly situated). A Participant or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful.

3.3 Delegation. Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Company or of any Subsidiary or Affiliate, or to a Committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend or terminate Awards held by Participants who are not officers or directors of the Company for purposes of Section 16 or who are otherwise not subject to such Section 16.

3.4 No Liability. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder.

Section 4. Shares Available for Awards.

4.1 Shares Available. Subject to the provisions of Section 4.2 below, the maximum aggregate number of Shares reserved and available for distribution under the Plan shall not exceed 750,000 Shares, (the “ Share Reserve ”). The number of Shares with respect to which Incentive Stock Options may be granted under this Plan shall be no more than 100,000. If any Award granted under this Plan (whether before or after the Effective Date of this Plan) shall expire, terminate, be settled in cash or a net number of Shares or otherwise be forfeited or canceled for any reason before it has vested or been exercised in full, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the Share Reserve, to the extent of any such forfeiture, termination, settlement, expiration or cancellation, shall be added back to the Share Reserve. Additionally, if an Option or SAR is exercised, in whole or in part, by tender of Shares, or if the Company’s tax withholding obligation for any Award is satisfied by withholding Shares, any such Shares shall be added back to the Share Reserve.The Committee may make such other determinations regarding the counting of Shares issued pursuant to this Plan as it deems necessary or advisable, provided that such determinations shall be permitted by law.

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4.2 Adjustments. Without limiting the Committee’s discretion as provided in Section 13 hereof, if there shall occur any change in the capital structure of the Company by reason of any extraordinary dividend or other distribution (whether in the form of cash, Shares, other securities or other property, and other than a normal cash dividend), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event having an effect similar to the foregoing, affects the Shares, then the Committee shall, in an equitable and proportionate manner as determined by the Committee (and, as applicable, in such manner as is consistent with Sections 162(m), 422 and 409A of the Code and the regulations thereunder) either: (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards under the Plan, provided that the number of Shares subject to any Award shall always be a whole number; (3) the grant or exercise price with respect to any Award under the Plan, and (4) the limits on the number of Shares or Awards that may be granted to Participants under the Plan in any calendar year; (ii) provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder of an outstanding Award. Any such adjustments to outstanding Awards shall be effected in a manner that precludes the material enlargement or dilution of rights and benefits under such Awards.

4.3 Substitute Awards. Any Shares issued by the Company as Substitute Awards in connection with the assumption or substitution of outstanding grants from any acquired corporation shall not reduce the Shares available for Awards under the Plan to the extent that the rules and regulations of any stock exchange or other trading market on which the Shares are listed or traded provide an exemption from shareholder approval for assumption, substitution, conversion, adjustment, or replacement of outstanding awards in connection with mergers, acquisitions, or other corporate combinations.

4.4 Sources of Shares Deliverable under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of issued Shares which have been reacquired by the Company.

Section 5. Eligibility.

Any current or prospective Employee, Director or Consultant shall be eligible to be designated a Participant; provided, however, that Outside Directors shall only be eligible to receive Awards granted consistent with Section 10 , provided further that the vesting and exercise of an Award to a prospective Employee, Director or Consultant are conditioned upon such individual attaining such status.

Section 6. Stock Options and Stock Appreciation Rights.

6.1 Grant. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Options and SARs shall be granted, the number of Shares subject to each Award, the Option Price or Grant Price and the conditions and limitations applicable to the exercise of each Option and SAR. An Option may be granted with or without a related SAR. An SAR may be granted with or without a related Option. The grant of an Option or SAR shall occur when the Committee by resolution, written consent or other appropriate action determines to grant such Option or SAR for a particular number of Shares to a particular Participant at a particular Option Price or Grant Price, as the case may be, or such later date as the Committee shall specify in such resolution, written consent or other appropriate action. The Committee shall have the authority to grant Incentive Stock Options and to grant Non-Qualified Stock Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. An Employee who has been granted an Option under the Plan may be granted additional Options under the Plan if the Committee shall so determine; provided, however, that to the extent the aggregate Fair Market Value (determined at the time the Incentive Stock Option is granted) of the Shares with respect to which all Incentive Stock Options are exercisable for the first time by an Employee during any calendar year (under

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all plans described in Section 422(d) of the Code of the Employee’s employer corporation and its parent and Subsidiaries) exceeds $100,000, or if Options fail to qualify as Incentive Stock Options for any other reason, such Options shall constitute Non-Qualified Stock Options.

6.2 Price. The Committee in its sole discretion shall establish the Option Price at the time each Option is granted and the Grant Price at the time each SAR is granted. Except in the case of Substitute Awards, the Option Price of an Option may not be less than the Fair Market Value of a Share on the date such Option is deemed to have been granted pursuant to Section 6.1 , and the Grant Price of an SAR may not be less than the Fair Market Value of a Share on the date such SAR is deemed to have been granted pursuant to Section 6.1 . In the case of Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.2 hereof in the form of Options or SARS, such grants shall have an Option Price (or Grant Price) per Share that is intended to maintain the economic value of the Award that was replaced or adjusted as determined by the Committee. Notwithstanding the foregoing and except as permitted by the provisions of Section 4.2 hereof, the Committee shall not have the power to (i) lower the Option Price of an Option after it is granted, (ii) lower the Grant Price of an SAR after it is granted, (iii) cancel an Option when the Option Price exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection with a Change in Control or a Substitute Award) and grant substitute Options with a lower Option Price than the cancelled Options, (iv) cancel an SAR when the Grant Price exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection with a Change in Control or a Substitute Award), or (v) take any other action with respect to an Option or SAR that would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Shares are traded, in each case without the approval of the Company’s stockholders.

6.3 Term. Subject to the Committee’s authority under Section 3.1 and the provisions of Section 6.6 , each Option and SAR and all rights and obligations thereunder shall expire on the date determined by the Committee and specified in the Award Agreement. The Committee shall be under no duty to provide terms of like duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, but subject to Section 6.4(a) hereof, no Option or SAR shall be exercisable after the expiration of ten (10) years from the date such Option or SAR was granted.

6.4 Exercise.

(a) Each Option and SAR shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter. The Committee shall have full and complete authority to determine whether an Option or SAR will be exercisable in full at any time or from time to time during the term of the Option or SAR, or to provide for the exercise thereof in such installments, upon the occurrence of such events and at such times during the term of the Option or SAR as the Committee may determine. The Committee may provide, at or after the grant, that the period of time over which an Option, other than an Incentive Stock Option, or SAR may be exercised shall be automatically extended if on the scheduled expiration of such Award, the Participant’s exercise of such Award would violate applicable securities law; provided, however, that during the extended exercise period the Option or SAR may only be exercised to the extent such Award was exercisable in accordance with its terms immediately prior to such scheduled expiration date; provided further, however, that such extended exercise period shall end not later than thirty (30) days after the exercise of such Option or SAR first would no longer violate such laws.

(b) The Committee may impose such conditions with respect to the exercise of Options or SARs, including without limitation, any relating to the application of federal, state or foreign securities laws or the Code, as it may deem necessary or advisable.

(c) An Option or SAR may be exercised in whole or in part at any time, with respect to whole Shares only, within the period permitted thereunder for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option or SAR, delivered to the Company at its principal office, and payment in full to the Company at the direction of the Committee of the amount of the Option Price for the number of Shares with respect to which the Option is then being exercised. Notwithstanding the foregoing, an Award Agreement may provide, or be amended to provide, that if on the last day of the term of an Option or SAR the Fair Market Value of one Share exceeds the Option Price or Grant Price, as applicable, of such Award by an amount as may be determined by the Committee, the Participant has not exercised the Option or SAR and the

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Option or SAR has not otherwise expired, the Option or SAR shall be deemed to have been exercised by the Participant on such day with payment of the Option Price made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes, and any fractional Share shall be settled in cash; and in the case of an SAR, the net number of Shares that the Participant would have received had the Participant actually exercised such SAR on such date.

(d) Payment of the Option Price shall be made in (i) cash or cash equivalents, (ii) at the discretion of the Committee, by transfer, either actually or by attestation, to the Company of unencumbered Shares previously acquired by the Participant, valued at the Fair Market Value of such Shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with any applicable withholding taxes (which taxes may be satisfied in accordance with Section 15.6 of the Plan), such transfer to be upon such terms and conditions as determined by the Committee, (iii) by a combination of (i) or (ii), or (iv) by any other method approved or accepted by the Committee in its sole discretion, including, if the Committee so determines, (x) a cashless (broker-assisted) exercise that complies with applicable laws or (y) withholding Shares (net-exercise) otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the total Option Price together with any applicable withholding taxes (which taxes may be satisfied in accordance with Section 15.6 ). Until the optionee has been issued the Shares subject to such exercise, he or she shall possess no rights as a stockholder with respect to such Shares. The Company reserves, at any and all times in the Company’s sole discretion, the right to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a method set forth in subsection (iv) above, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.

(e) At the Committee’s discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, Shares or a combination of cash and Shares. A fractional Share shall not be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof.

6.5 Separation from Service. Except as otherwise provided in the applicable Award Agreement, an Option or SAR may be exercised only to the extent that it is then exercisable, and if at all times during the period beginning with the date of granting such Award (or if later, the date on which the Participant first became an Employee, Director or Consultant) and ending on the date of exercise of such Award the Participant is an Employee, Non-Employee Director or Consultant, and shall terminate immediately upon a Separation from Service by the Participant. Notwithstanding the foregoing provisions of this Section 6.5 to the contrary, the Committee may determine in its discretion that an Option or SAR may be exercised following any such Separation from Service, whether or not exercisable at the time of such separation; provided, however, that in no event may an Option or SAR be exercised after the expiration date of such Award specified in the applicable Award Agreement, except as provided in Section 6.4(a) .

6.6 Ten Percent Stock Rule. Notwithstanding any other provisions in the Plan, if at the time an Option is otherwise to be granted pursuant to the Plan, the optionee or rights holder owns directly or indirectly (within the meaning of Section 424(d) of the Code) Shares of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or Subsidiary or Affiliate corporations (within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock Option to be granted to such optionee or rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the Code, and the Option Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Shares of the Company, and such Option by its terms shall not be exercisable after the expiration of five (5) years from the date such Option is granted.

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Section 7. Restricted Shares and Restricted Share Units.

7.1 Grant.

(a) Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Participants to whom Restricted Shares and Restricted Share Units shall be granted, the number of Restricted Shares and/or the number of Restricted Share Units to be granted to each Participant, the duration of the period during which, and the conditions under which, the Restricted Shares and Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards. The Restricted Share and Restricted Share Unit Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the terms and conditions provided hereunder and any additional terms and conditions established by the Committee that are consistent with the terms of the Plan.

(b) Each Restricted Share and Restricted Share Unit Award made under the Plan shall be for such number of Shares as shall be determined by the Committee and set forth in the Award Agreement containing the terms of such Restricted Share or Restricted Share Unit Award. Such agreement shall set forth a period of time during which the Participant receiving such Award must remain in the continuous employment (or other service-providing capacity) of the Company in order for the forfeiture and transfer restrictions to lapse. If the Committee so determines, the restrictions may lapse during such restricted period in installments with respect to specified portions of the Shares covered by the Restricted Share or Restricted Share Unit Award. The Award Agreement may also, in the discretion of the Committee, set forth performance or other conditions (including, but not limited to, performance goals based on the criteria listed in Section 11 of the Plan) that will subject the Shares to forfeiture and transfer restrictions. The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Restricted Share and Restricted Share Unit Awards.

7.2 Delivery of Shares and Transfer Restrictions.

(a) At the time a Restricted Share Award is granted, a certificate representing the number of Shares awarded thereunder shall be registered in the name of the Participant receiving such Award. Such certificate shall be held by the Company or any custodian appointed by the Company for the account of the Participant receiving such Award subject to the terms and conditions of the Plan, and shall bear such a legend setting forth the restrictions imposed thereon as the Committee, in its discretion, may determine. The foregoing to the contrary notwithstanding, the Committee may, in its discretion, provide that a Participant’s ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” ( i.e ., a computerized or manual entry) in the records of the Company or its designated agent in the name of the Participant who has received such Award, and confirmation and account statements sent to the Participant with respect to such book-entry Shares may bear the restrictive legend referenced in the preceding sentence. Such records of the Company or such agent shall, absent manifest error, be binding on all Participants who receive Restricted Share Awards evidenced in such manner. The holding of Restricted Shares by the Company or such an escrow holder, or the use of book entries to evidence the ownership of Restricted Shares, in accordance with this Section 7.2(a) , shall not affect the rights of Participants as owners of the Restricted Shares awarded to them, nor affect the restrictions applicable to such shares under the Award Agreement or the Plan, including the transfer restrictions.

(b) Unless otherwise provided in the applicable Award Agreement, the Participant receiving an Award of Restricted Shares shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions: (i) the Participant shall not be entitled to delivery of the stock certificate until the expiration of the restricted period and the fulfillment of any other restrictive conditions set forth in the Award Agreement with respect to such Shares; (ii) none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until after the fulfillment of any such other restrictive conditions; (iii) the Committee shall determine whether and under what conditions during the restricted period the Participant shall have the right to vote such shares or to receive dividends, or whether

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such dividends on Restricted Shares shall be held in escrow; and (iv) except as otherwise determined by the Committee at or after grant, all of the Shares (and any escrowed dividends) shall be forfeited and all rights of the Participant to such Shares shall terminate, without further obligation on the part of the Company, unless the Participant remains in the continuous employment of the Company for the entire restricted period in relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Share Award are met. Restricted Share Units shall be subject to similar transfer restrictions as Restricted Share Awards, except that no Shares are actually awarded to a Participant who is granted Restricted Share Units on the date of grant, and such Participant shall have no rights of a stockholder with respect to such Restricted Share Units until the restrictions set forth in the applicable Award Agreement have lapsed. Any share, any other securities of the Company and any other property (except for cash dividends, which shall be subject to such restrictions as the Committee may determine in its discretion) distributed with respect to the Shares subject to Restricted Share Awards shall be subject to the same restrictions, terms and conditions as such Restricted Shares. Notwithstanding the foregoing, upon a Separation from Service the Company will recoup, recapture, recover or set off (out of amounts otherwise payable or paid to a Participant) or otherwise require the repayment of the amount of all dividends previously paid to such Participant on Restricted Shares forfeited upon such Separation from Service.

7.3 Termination of Restrictions. At the end of the restricted period and provided that any other restrictive conditions of the Restricted Share Award are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the Award Agreement relating to the Restricted Share Award or in the Plan shall lapse as to the Restricted Shares subject thereto, and a stock certificate for the appropriate number of Shares, free of the restrictions and restricted stock legend, shall be delivered to the Participant or the Participant’s beneficiary or estate, as the case may be (or, in the case of book-entry Shares, such restrictions and restricted stock legend shall be removed from the confirmation and account statements delivered to the Participant or the Participant’s beneficiary or estate, as the case may be, in book-entry form). The Company shall have the right to repurchase Restricted Shares at their original issuance price or other stated or formula price (or to require forfeiture of such Shares if issued at no cost) in the event that conditions specified in the Award Agreement with respect to such Restricted Shares are not satisfied prior to the end of the applicable restricted period.

7.4 Payment of Restricted Share Units. Each Restricted Share Unit shall have a value equal to the Fair Market Value of a Share. Restricted Share Units may be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee, upon the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. The applicable Award Agreement shall specify whether a Participant will be entitled to receive dividend equivalent rights in respect of Restricted Share Units at the time of any payment of dividends to stockholders on Shares. If the applicable Award Agreement specifies that a Participant will be entitled to dividend equivalent rights, (i) the amount of any such dividend equivalent right shall equal the amount that would be payable to the Participant as a stockholder in respect of a number of Shares equal to the number of vested Restricted Share Units then credited to the Participant, and (ii) any such dividend equivalent right shall be paid in accordance with the Company’s payment practices as may be established from time to time and as of the date on which such dividend would have been payable in respect of outstanding Shares (and in accordance with Section 409A of the Code with regard to Awards subject thereto); provided, that no dividend equivalents shall be currently paid on Restricted Share Units that are not yet vested. Accordingly, prior to the distribution thereof, any dividend equivalents not yet paid to a Participant shall be subject to the same conditions and restrictions as the Restricted Share Units on which the dividend equivalents have been credited and in the event that dividend equivalents are credited on Restricted Share Units that a Participant subsequently forfeits, the dividend equivalents on such Restricted Share Units shall also be forfeited. Except as otherwise determined by the Committee at or after grant, Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and all Restricted Share Units and all rights of the grantee to such Restricted Share Units shall terminate, without further obligation on the part of the Company, unless the Participant remains in continuous employment of the Company for the entire restricted period in relation to which such Restricted Share Units were granted and unless any other restrictive conditions relating to the Restricted Share Unit Award are met.

Section 8. Performance Awards.

8.1 Grant. The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall consist of a right that is (i) denominated in cash or Shares (including but not

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limited to Restricted Shares and Restricted Share Units), (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.

8.2 Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance Award; provided, however, that such amendment may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the amendment.

8.3 Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with the procedures established by the Committee, on a deferred basis. Except as otherwise determined by the Committee at or after grant, Separation from Service prior to the end of any performance period, other than for reasons of death or Disability, will result in the forfeiture of the Performance Award, and no payments will be made. Notwithstanding the foregoing, the Committee may in its discretion, waive any performance goals and/or other terms and conditions relating to a Performance Award. A Participant’s rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of in any manner, except by will or the laws of descent and distribution, and/or except as the Committee may determine at or after grant.

Section 9. Other Stock-Based Awards.

The Committee shall have the authority to determine the Participants who shall receive an Other Stock-Based Award, which shall consist of any right that is (i) not an Award described in Sections 6 and 7 above and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award.

Section 10. Non-Employee Director and Outside Director Awards.

10.1 Non-Employee Director Awards . The Board may provide that all or a portion of a Non-Employee Director’s annual retainer, meeting fees and/or other awards or compensation as determined by the Board, be payable (either automatically or at the election of a Non-Employee Director) in the form of Non-Qualified Stock Options, SARs Restricted Shares, Restricted Share Units and/or Other Stock-Based Awards, including unrestricted Shares. The Board shall determine the terms and conditions of any such Awards, including the terms and conditions which shall apply upon a termination of the Non-Employee Director’s service as a member of the Board, and shall have full power and authority in its discretion to administer such Awards, subject to the terms of the Plan and applicable law.

10.2 Outside Director Awards . The Board may also grant Awards to Outside Directors pursuant to the terms of the Plan, including any Award described in Sections 6 , 7 and 9 above. With respect to such Awards, all references in the Plan to the Committee shall be deemed to be references to the Board.

Section 11. Provisions Applicable to Covered Officers and Performance Awards.

11.1 Notwithstanding anything in the Plan to the contrary, unless the Committee determines that a Performance Award to be granted to a Covered Officer should not qualify as “performance-based compensation” for purposes of Section 162(m), Performance Awards granted to Covered Officers shall be subject to the terms and provisions of this Section 11 .

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11.2 The Committee may grant Performance Awards to Covered Officers based solely upon the attainment of performance targets related to one or more performance goals selected by the Committee from among the goals specified below. For the purposes of this Section 11 , performance goals shall be limited to one or more of the following Company, Subsidiary, operating unit, business segment or division financial performance measures:

(a) earnings or book value per Share;

(b) net income;

(c) return on equity, assets, capital, capital employed or investment;

(d) earnings before interest, taxes, depreciation and/or amortization;

(e) operating income or profit;

(f) operating efficiencies;

(g) asset quality ratios such as the ratio of criticized/classified assets to capital, the ratio of classified assets to capital and the allowance for loan losses, the ratio of nonperforming loans and/or past due loans greater than 90 days and non-accrual loans to total loans, the ratio of nonaccrual loans to total loans or the ratio of net charge-offs to average loans or other similar asset quality measures;

(h) allowance for loan losses;

(i) net interest income, net interest spread, net interest margin, after tax operating income and after tax operating income before preferred stock dividends;

(j) cash flow(s);

(k) total revenues or revenues per employee;

(l) stock price or total shareholder return;

(m) growth in deposits;

(n) debt or cost reduction;

(o) dividends;

(p) strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, soundness targets, business expansion goals and goals relating to acquisitions or divestitures; or

(q) any combination thereof.

Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary, Affiliates, operating unit, business segment or division of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or Shares outstanding, or to assets or net assets. The Committee may provide for the exclusion of charges or revenue related to events or occurrences which the Committee determines should appropriately be excluded, including (a) restructurings, investments, mergers and acquisitions, discontinued operations, extraordinary items, (b) events either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, (c) the effects of changes in tax laws, accounting principles or other such laws or provisions affecting reported results, (d) any items that are unusual in nature or infrequently occurring (within the meaning of applicable accounting standards) and/or described in management’s discussion and analysis of financial condition and results of

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operations appearing in the Company’s annual report to shareholders for the applicable year, (e) litigation or claims, judgments or settlements, or (f) such other similar matters as may be determined by the Committee; provided, that the Committee commits to make any such adjustments within the 90-day period set forth in Section 11.4 . The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding Performance Awards, including Performance Share Awards and Performance Unit Awards; provided, that any action pursuant to this sentence with respect to a Covered Officer shall be in compliance with Section 162(m).

11.3 With respect to any Covered Officer: (a) the maximum number of Shares in respect of which all Performance Awards may be granted in any fiscal year under Section 8 of the Plan is 10,000; (b) the maximum amount of all Performance Awards that are settled in cash and that may be granted in any fiscal year under Section 8 of the Plan is $750,000; and (c) the maximum number of all Shares in respect of which Options or SARs (taken together) may be granted in any fiscal year under the Plan is 10,000. The individual Covered Officer limitations set forth in this Section 11.3 shall be cumulative; that is, to the extent that Shares or cash for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in that fiscal year (such shortfall, the “Shortfall Amount”), the number of Shares (or amount of cash, as the case may be) available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until the earlier of the time the Shortfall Amount has been granted to the Participant, or the end of the third fiscal year following the year to which such Shortfall Amount relates (determined on a “first-in-first-out” basis).

11.4 In the case of grants of Performance Awards with respect to which compliance with Section 162(m) is intended, no later than 90 days following the commencement of each performance period (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (1) select the performance goal or goals applicable to the performance period, (2) establish the various targets and bonus amounts which may be earned for such performance period, and (3) specify the relationship between performance goals and targets and the amounts to be earned by each Covered Officer for such performance period. Following the completion of each performance period, the Committee shall certify in writing (which may be set forth in the minutes of the Committee) whether the applicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer for a given performance period, subject to any applicable Award Agreement, the Committee shall have the right to reduce (but not increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance for the performance period.

11.5 Unless otherwise expressly stated in the relevant Award Agreement, each Performance Award granted to a Covered Officer under the Plan is intended to be performance-based compensation within the meaning of Section 162(m). Accordingly, unless otherwise determined by the Committee, if any provision of the Plan or any Award Agreement relating to such an Award does not comply or is inconsistent with Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee discretion to increase the amount of compensation otherwise payable to a Covered Officer in connection with any such Award upon the attainment of the performance criteria established by the Committee.

Section 12. Separation from Service.

12.1 The Committee shall have the full power and authority to determine the terms and conditions that shall apply to any Award upon a Separation from Service with the Company, its Subsidiaries and Affiliates, including a separation from the Company with or without Cause, by a Participant voluntarily, including for Good Reason, or by reason of death, Disability, Early Retirement or Normal Retirement, and may provide such terms and conditions in the Award Agreement or in such rules and regulations as it may prescribe.

12.2 Unless otherwise provided in this Plan, an Award Agreement, or by a contractual agreement between the Company or a Subsidiary and a Participant, if a Participant’s employment with or service to the Company or a Subsidiary terminates before the restrictions imposed on the Award lapse, the performance goals have been satisfied or the Award otherwise vests, such Award shall be forfeited.

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Section 13. Change in Control.

13.1 Accelerated Vesting . The Committee or, with respect to Awards granted pursuant to Section 10, the Board, may (in accordance with Section 409A, to the extent applicable), in its discretion, provide in any Award Agreement, or, in the event of a Change in Control, may take such actions as it deems appropriate to provide, for the acceleration of the exercisability, vesting and/or settlement in connection with such Change in Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such conditions (if any), including termination of the Participant’s service prior to, upon, or following such Change in Control, to such extent as the Committee shall determine. In the event of a Change of Control, and without the consent of any Participant, the Committee may, in its discretion, provide that for a period of at least fifteen (15) days prior to the Change in Control, any Options or Stock Appreciation Rights shall be exercisable as to all Shares subject thereto and that upon the occurrence of the Change in Control, such Stock Options or Stock Appreciation Rights shall terminate and be of no further force and effect.

13.2 Assumption, Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “ Acquiror ” ), may (in accordance with Section 409A, to the extent applicable), without the consent of any Participant, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable; provided, that in the event of such an assumption, the Acquiror must modify the terms of any such assumed Award to provide that if the Participant’s employment (or, in the case of a Director, service on the Board) with the Company, the Acquiror or any Subsidiary or Affiliate of the Company or the Acquiror is terminated for any reason within twelve months following the Change in Control, such assumed Award shall vest, become immediately exercisable and payable and all restrictions with respect thereto shall be lifted in each case upon the such termination. For purposes of this Section, if so determined by the Committee, in its discretion, an Award denominated in Shares shall be deemed assumed if, following the Change in Control, the Award (as adjusted, if applicable, pursuant to Section 4.2 hereof) confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Shares pursuant to the Change in Control.

13.3 Cash-Out of Awards . The Committee may (in accordance with Section 409A, to the extent applicable), in its discretion at or after grant and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment with respect to each vested Share including pursuant to Section 13.1 subject to such Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Change in Control, reduced by the exercise or purchase price per share, if any, under such Award (which payment may, for the avoidance of doubt, be $0, in the event the per share exercise or purchase price of an Award is greater than the per share consideration in connection with the Change in Control). In the event such determination is made by the Committee, the amount of such payment (reduced by applicable withholding taxes, if any), if any, shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and may be paid in respect of the unvested portions of their canceled Awards in accordance with the vesting schedules applicable to such Awards.

13.4 Performance Awards. The Committee may (in accordance with Section 409A, to the extent applicable), in its discretion at or after grant, provide that in the event of a Change in Control, (i) any outstanding Performance Awards relating to performance periods ending prior to the Change in Control which have been earned but not paid shall become immediately payable, (ii) all then-in-progress performance periods for Performance Awards that are outstanding shall end, and either (A) any or all Participants shall be deemed to have earned an

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award equal to the relevant target award opportunity for the performance period in question, or (B) at the Committee’s discretion, the Committee shall determine the extent to which performance criteria have been met with respect to each such Performance Award, if at all, and (iii) the Company shall cause to be paid to each Participant such partial or full Performance Awards, in cash, Shares or other property as determined by the Committee, within thirty (30) days of such Change in Control, based on the Change in Control consideration, which amount may be zero if applicable. In the absence of such a determination, any Performance Awards relating to performance periods that will not have ended as of the date of a Change in Control shall be terminated and canceled for no further consideration.

Section 14. Amendment and Termination.

14.1 Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time (and in accordance with Section 409A of the Code with regard to Awards subject thereto); provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to comply.

14.2 Amendments to Awards. Subject to the restrictions of Section 6.2 , the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to Awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.

14.3 Adjustments of Awards upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (and shall make such adjustments for the events described in Section 4.2 hereof) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations or accounting principles.

Section 15. General Provisions.

15.1 Limited Transferability of Awards. Except as otherwise provided in the Plan, an Award Agreement or by the Committee at or after grant, no Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and distribution. No transfer of an Award by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer. No transfer of an Award for value shall be permitted under the Plan.

15.2 Dividend Equivalents. In the sole and complete discretion of the Committee, an Award may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividend or dividend equivalents which are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in the case of dividends or dividend equivalents credited in connection with Performance Awards, be credited as additional Performance Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award. The total number of Shares available for grant under Section 4 shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as Performance Awards. Notwithstanding the foregoing, with respect to an Award subject to Section 409A of the Code, the payment, deferral or crediting of any dividends or dividend equivalents shall conform to the requirements of Section 409A of the Code and such requirements shall be specified in writing.

15.3. Compliance with Section 409A of the Code. No Award (or modification thereof) shall provide for deferral of compensation that does not comply with Section 409A of the Code unless the Committee, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code.

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Notwithstanding any provision of this Plan to the contrary, if one or more of the payments or benefits received or to be received by a Participant pursuant to an Award would cause the Participant to incur any additional tax or interest under Section 409A of the Code, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. In addition, if a Participant is a Specified Employee at the time of his or her Separation from Service, any payments with respect to any Award subject to Section 409A of the Code to which the Participant would otherwise be entitled by reason of such Separation from Service shall be made on the date that is six months after the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Participant for any tax, interest, or penalties that Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.

15.4 No Rights to Awards. No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each Participant.

15.5 Share Certificates. All certificates for Shares or other securities of the Company or any Subsidiary or Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the SEC or any state securities commission or regulatory authority, any stock exchange or other market upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

15.6 Tax Withholding. A Participant may be required to pay to the Company or any Subsidiary or Affiliate and the Company or any Subsidiary or Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan, or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding or other tax-related obligations in respect of an Award, its exercise or any other transaction involving an Award, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash payments to holders of Options to defray or offset any tax arising from the grant, vesting, exercise or payment of any Award. Without limiting the generality of the foregoing, the Committee may in its discretion permit a Participant to satisfy or arrange to satisfy, in whole or in part, the tax obligations incident to an Award by: (a) electing to have the Company withhold Shares or other property otherwise deliverable to such Participant pursuant to the Award (provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy required federal, state local and foreign withholding obligations using the minimum statutory withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income) and/or (b) tendering to the Company Shares owned by such Participant (or by such Participant and his or her spouse jointly) and purchased or held for the requisite period of time as may be required to avoid the Company’s or the Affiliates’ or Subsidiaries’ incurring an adverse accounting charge, based, in each case, on the Fair Market Value of the Shares on the payment date as determined by the Committee. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

15.7 Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered (including, but not limited to, through an online equity incentive plan management portal) to the Participant and may specify the terms and conditions of the Award and any rules applicable thereto. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail. The Committee shall, subject to applicable law, determine the date an Award is deemed to be granted. The Committee or, except to the extent prohibited under applicable law, its delegate(s) may establish the terms of agreements or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement’s or document’s effectiveness that such agreement or document be executed by the Participant, including by electronic signature or other electronic indication of acceptance, and that such Participant agree to such further terms and conditions as specified in such agreement or document. The grant of an Award under this Plan shall not

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confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the agreement or other document evidencing such Award.

15.8 Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Shares, Restricted Share Units, Other Stock-Based Awards or other types of Awards provided for hereunder. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Subsidiary unless provided otherwise in such other plan.

15.9 No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary or Affiliate. Further, the Company or a Subsidiary or Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in an Award Agreement.

15.10 No Rights as Stockholder. Subject to the provisions of the Plan and the applicable Award Agreement, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until such person has become a holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Shares hereunder, the applicable Award Agreement shall specify if and to what extent the Participant shall not be entitled to the rights of a stockholder in respect of such Restricted Shares.

15.11 Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

15.12 Severability. If any provision of the Plan or any Award is, or becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

15.13 Other Laws. The Company will not be obligated to issue, deliver or transfer any Shares pursuant to the Plan or to remove restrictions from Shares previously delivered pursuant to the Plan until: (a) all conditions of the applicable Award Agreement have been met or removed to the satisfaction of the Committee; (b) all other legal matters, including receipt of consent or approval of any regulatory body and compliance with any state or federal securities or other law, in connection with the issuance and delivery of such Shares have been satisfied; (c) the Participant or holder or beneficiary of the Shares or Award has executed and delivered to the Company such representations or agreements as the Committee may consider appropriate to satisfy the requirements of any state or federal securities or other law; and (d) such issuance would not entitle the Company to recover amounts under Section 16(b) of the Exchange Act from such Participant or holder or beneficiary of the Shares or Award. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel necessary to the lawful issuance of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue the Shares as to which such requisite authority shall not have been obtained.

15.14 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary or Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary or Affiliate.

15.15 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

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15.15 Clawback . Each Award granted to a Participant under the Plan shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company as in effect from time to time, including any such policy that may be adopted or amended to comply with any such requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the SEC, in each case, applicable to the Company.

15.16 Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 16. Term of The Plan.

16.1 Effective Date. The Plan shall be effective upon the date that it is adopted by the Board (the “Effective Date”), subject to the approval of the Plan by the Company’s stockholders at a meeting duly held in accordance with applicable law within twelve (12) months following the Effective Date. Upon such approval of the Plan, all Awards granted under the Plan on or after the Effective Date shall be fully effective as if such approval had occurred on the Effective Date. If the Plan is not approved as set forth in this section, any Awards granted under the Plan shall be null and void and of no effect.

16.2 Expiration Date. No new Awards shall be granted under the Plan after the tenth (10 ^th ) anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the tenth (10 ^th ) anniversary of the Effective Date.

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Exhibit 10.7

WILSON BANK HOLDING COMPANY

CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT

(Officers and Employees)

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this      day of              , 20      (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WHEREAS , the Company has adopted the Plan, which permits the issuance of Stock Appreciation Rights; and

WHEREAS , pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of Stock Appreciation Rights to the Grantee in his or her capacity as an employee of the Company.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Stock Appreciation Rights . The Company grants to the Grantee as of date of this Agreement an award (the “Award”) of Stock Appreciation Rights (the “SARs”) with respect to                  shares (the “Shares”) of the Company’s common stock, $2.00 par value per share (the “Common Stock”), on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. Each SAR represents the right to receive pursuant to this Agreement, upon exercise of the SAR, a payment in cash in an amount equal to the excess of the Fair Market Value of one Share of Common Stock on the exercise date over $          (the “Grant Price”).

2. Exercise of SAR .

(a) Except as otherwise provided herein, this SAR shall become vested and exercisable as set forth below, if and only if the Grantee shall have been continuously employed by the Company from the date of this Agreement through and including such dates:

(b) Notwithstanding the above, this SAR shall vest and become exercisable with respect to 100% of the Shares in the event of the Grantee’s death, Disability or Retirement, provided the Grantee has remained continuously employed by the Company from the date of this

Agreement to such event. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means the Grantee’s resignation after completing thirty (30) years of service with the Company or after attaining sixty-five (65) years of age and completing twenty (20) years of service with the Company.

(c) Notwithstanding the foregoing, in the event of a Change in Control, this Award shall become vested and exercisable (but only to the extent such SAR has not otherwise terminated) with respect to 100% of the Shares immediately prior to the Change in Control.

3. Manner of Exercise; Payment by the Company .

(a) This Award may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Award, by serving notice of intent to exercise the Award delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised (the “Notice of Exercise”), such notice complying with all applicable rules established by the Committee. The date the Company or its designated agent receives the Notice of Exercise shall be the exercise date (the “Exercise Date”) with respect to the SARs set forth in such notice.

(b) On a date determined by the Company as soon as practicable after receipt by the Company of the Notice of Exercise, and subject to the tax withholding described in Section 9 of this Agreement, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per Share of Common Stock on the Exercise Date and (B) the Grant Price. Notwithstanding anything in the Plan to the contrary, “Fair Market Value” for purposes of this Agremeent means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the Exercise Date, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the fair market value of the Common Stock.

(c) The SARs covered by this Award shall under no circumstances be settled in Shares of the Company’s Common Stock. The Grantee shall not become a shareholder of the Company or otherwise obtain the rights of a shareholder due to the grant or exercise of any SARs subject to this Agreement.

4. Termination of SAR . The SAR will expire ten (10) years from the date of grant of the SAR (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death . If the Grantee’s employment by the Company terminates by reason of death, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee, for a period of one hundred and eighty (180) days from the date of death or until the expiration of the Term of the SAR, whichever period is the shorter.

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(b) Termination by Reason of Disability . If the Grantee’s employment by the Company terminates by reason of Disability, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Grantee or personal representative or guardian of the Grantee, as applicable, for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the SAR, whichever period is the shorter.

(c) Termination by Retirement . If the Grantee’s employment by the Company terminates by reason of Retirement, this SAR may thereafter be exercised by the Grantee, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the SAR, whichever period is the shorter.

(d) Termination for Cause . If the Grantee’s employment by the Company is terminated for Cause, this SAR shall terminate immediately following the termination of the Optionee’s employment and become void and of no effect, and any SAR that was vested but not exercised prior to the termination of the Grantee’s employment shall be forfeited as of the termination of the Grantee’s employment with the Company.

(e) Other Termination . If the Grantee’s employment by the Company terminates for any reason other than for Cause, death, Disability or Retirement, this SAR may be exercised, to the extent the SAR was exercisable at the time of such termination by the Grantee for a period of ninety (90) days from the date of such termination of employment or the expiration of the Term of the SAR, whichever period is the shorter.

5. No Right to Continued Employment . The grant of the SAR shall not be construed as giving the Grantee the right to be retained in the employ of the Company, and the Company may at any time dismiss the Grantee from employment, free from any liability or any claim under the Plan or this Agreement.

6. Adjustment to SAR . The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

7. Amendments to SAR . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the SAR shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

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8. Limited Transferability . Except as otherwise provided by the Committee, during the Grantee’s lifetime, this Award can be exercised only by the Grantee, and this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Award shall be void. No transfer of this Award by the Grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.

9. Withholding Obligations . Regardless of any action the Company takes with respect to any or all applicable income tax (including federal, state and local taxes and any applicable withholding tax or amounts under the laws of any other jurisdiction), payroll tax or other tax-related withholding in connection with the grant, vesting or payment in settlement of the Award (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility. Further, notwithstanding any contrary provision of this Agreement, no cash payment shall be made to the Grantee unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee to satisfy all withholding tax obligations of the Company with respect to the cash payment. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation payable to the Grantee by the Company or from the cash payment received upon settlement of the Award. The Grantee agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the grant or settlement of the Award that cannot be satisfied by the means previously described. The Grantee acknowledges and agrees that the Company may refuse to deliver any cash payment otherwise due hereunder if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Section 9 .

10. Plan Governs . The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

12. Notices . All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

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13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

14. Resolution of Disputes . Except in such instances where the Company is seeking to enforce its rights pursuant to Section 16 of this Agreement, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

15. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.

16. Restrictive Covenants .

(a) Non-Competition . The Grantee agrees that during the Grantee’s employment by the Company and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Grantee provided for the Company. “Area” for purposes of this Agreement shall mean any county where the Company has an office as of the date that the Grantee’s employment with the Company terminates and Williamson County, if the Company does not at such time have an office in Williamson County. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company) that is conducting business that is the same or substantially the same as the business of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers . The Grantee agrees that during the Grantee’s employment by the Company and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective

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customers actively sought by the Company, with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s employment with the Company, for purposes of providing products or services that are competitive with those provided by the Company.

(c) Non-Solicitation of Employees . The Grantee agrees that during the Grantee’s employment by the Company and for a period of twelve (12) months following the termination of the Grantee’s employment with the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company that was an employee of the Company within the one (1) year period prior to the termination of the Executive’s employment, whether or not such employee is a full-time employee or a temporary employee of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

(d) Impact of Change in Control . In the event that a Change in Control occurs prior to the termination of the Grantee’s employment with the Company, this Section 16 shall be void and of no further force and effect from and after the Change in Control.

(e) Recovery of Attorneys’ Fees . In the event the Grantee breaches any provision of this Section 16 , the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(f) Reduced Scope . If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 16 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(g) Breach of Restrictive Covenants . The Grantee acknowledges and agrees that any breach by him of any of the provisions of this Section 16 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

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(ii) the right and remedy to have the period of time of any such Restrictive Covenant extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of the Restrictive Covenants or (B) the date of the Grantee’s termination of employment with the Company, until the later of: (I) the date the Grantee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has breached the Restrictive Covenants.

(h) Venue; Right to Jury Trial . The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 16 of this Agreement. The Grantee hereby expressly waives the Grantee’s right to a jury trial in any court proceeding arising out of or relating to this Agreement.

(i) Disclosure of Restrictive Covenants . Should the Grantee’s employment with Company terminate, and should the Grantee thereafter seek new employment, the Grantee agrees to disclose the existence of this Section 16 to any prospective employer engaged in a Competing Business. The Grantee further agrees that if the Grantee obtains new employment, the Company may notify the Grantee’s new employer(s) of the Grantee’s obligations under Section 16 of this Agreement. The Grantee further agrees to notify the Company if the Grantee engages in any conduct that would constitute a potential breach of the terms of Section 16 of this Agreement.

[The next page is the signature page]

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IN WITNESS WHEREOF, the parties have caused this Cash-Settled Stock Appreciation Rights Agreement to be duly executed effective as of the day and year first above written.

Please check this box  ☐ to acknowledge that you have read this Agreement, including, without limitation, Section 16 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 16 hereof, and accept the SARs granted hereunder.

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Exhibit 10.8

WILSON BANK HOLDING COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

(Officers and Employees)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this      day of              , 20      (the “Grant Date”), by and between Wilson Bank Holding Company a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WHEREAS , the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value $2.00 per share, (the “Common Stock”) of the Company (the “Shares”); and

WHEREAS , the Company desires to afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option .

(a) The Company grants as of the date of this Agreement the right and option (the “Option”) to purchase                  Shares, in whole or in part (the “Option Stock”), at an exercise price of                      and No/100 Dollars ($          ) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.

(b) The Option shall be a non-qualified stock option. In order comply with all applicable federal, state or local tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or other taxes are withheld or collected from the Optionee.

2. Exercise of Option .

(a) Except as otherwise provided herein, this Option shall become vested and exercisable as set forth below, if and only if the Optionee shall have been continuously employed by the Company from the date of this Agreement through and including such dates:

(b) Notwithstanding the above, this Option shall vest and become exercisable with respect to 100% of the Option Stock in the event of the Optionee’s death, Disability or Retirement, provided the Optionee has remained continuously employed by the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means the Optionee’s resignation after completing thirty (30) years of service with the Company or after attaining sixty-five (65) years of age and completing twenty (20) years of service with the Company.

(c) Notwithstanding the foregoing, in the event of a Change in Control, this Option shall become vested and exercisable (but only to the extent such Option has not otherwise terminated) with respect to 100% of the Option Stock immediately prior to the Change in Control.

3. Manner of Exercise . The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding (the “Witholding Taxes”). The Option Payment shall be made (a) in cash or cash equivalents, (b) by transfer, either actually or by attestation, to the Company of whole Shares previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares, (c) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment, or (d) by a combination of (a), (b) and/or (c). Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement, “Fair Market Value” means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the date of exercise, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the fair market value of the Common Stock.

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4. Termination of Option . The Option will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death . If the Optionee’s employment by the Company terminates by reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of three (3) years from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.

(b) Termination by Reason of Disability . If the Optionee’s employment by the Company terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.

(c) Termination by Retirement . If the Optionee’s employment by the Company terminates by reason of Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is the shorter.

(d) Termination for Cause . If the Optionee’s employment by the Company is terminated for Cause, this Option shall terminate immediately following the termination of the Optionee’s employment and become void and of no effect, and any Option that was vested but not exercised prior to the termination of the Optionee’s employment shall be forfeited as of the termination of the Optionee’s employment with the Company.

(e) Other Termination . If the Optionee’s employment by the Company terminates for any reason other than for Cause, death, Disability or Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination by the Optionee for a period of ninety (90) days from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter.

5. No Right to Continued Employment . The grant of the Option shall not be construed as giving the Optionee the right to be retained in the employ of the Company, and the Company may at any time dismiss the Optionee from employment, free from any liability or any claim under the Plan or this Agreement.

6. Adjustment to Option Stock . The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the

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Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

7. Amendments to Option . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Optionee or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.

8. Limited Transferability . Except as otherwise provided by the Committee, during the Optionee’s lifetime, this Option can be exercised only by the Optionee, and this Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.

9. Reservation of Shares . At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.

10. Plan Governs . The Optionee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

12. Notices . All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

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13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

14. Resolution of Disputes . Except in such instances where the Company is seeking to enforce its rights pursuant to Section 16 , any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.

15. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators, successors and assignees.

16. Restrictive Covenants .

(a) Non-Competition . The Optionee agrees that during the Optionee’s employment by the Company and for a period of twelve (12) months following the termination of the Optionee’s employment with the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Optionee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Optionee provided for the Company. “Area” for purposes of this Agreement shall mean any county where the Company has an office as of the date that the Optionee’s employment with the Company terminates and Williamson County, if the Company does not at such time have an office in Williamson County. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company) that is conducting business that is the same or substantially the same as the business of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers . The Optionee agrees that during the Optionee’s employment by the Company and for a period of twelve (12) months following the termination of the Optionee’s employment with the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective customers actively sought by the Company, with whom the Optionee has or had material contact during the last one (1) year of the Optionee’s employment with the Company, for purposes of providing products or services that are competitive with those provided by the Company.

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(c) Non-Solicitation of Employees . The Optionee agrees that during the Optionee’s employment by the Company and for a period of twelve (12) months following the termination of the Optionee’s employment with the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company that was an employee of the Company within the one (1) year period prior to the termination of the Executive’s employment, whether or not such employee is a full-time employee or a temporary employee of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

(d) Impact of Change in Control . In the event that a Change in Control occurs prior to the termination of the Optionee’s employment with the Company, this Section 16 shall be void and of no further force and effect from and after the Change in Control.

(e) Recovery of Attorneys’ Fees . In the event the Optionee breaches any provision of this Section 16 , the Company shall be entitled to recover from the Optionee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(f) Reduced Scope . If any court or other decision-maker of competent jurisdiction determines that any of the Optionee’s covenants contained in Section 16 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(g) Breach of Restrictive Covenants . The Optionee acknowledges and agrees that any breach by him of any of the provisions of this Section 16 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Optionee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Optionee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

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(ii) the right and remedy to have the period of time of any such Restrictive Covenant extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Optionee’s first breach of the Restrictive Covenants or (B) the date of the Optionee’s termination of employment with the Company, until the later of: (I) the date the Optionee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Optionee has breached the Restrictive Covenants.

(h) Venue; Right to Jury Trial . The Optionee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 16 of this Agreement. The Optionee hereby expressly waives the Optionee’s right to a jury trial in any court proceeding arising out of or relating to this Agreement.

(i) Disclosure of Restrictive Covenants . Should the Optionee’s employment with Company terminate, and should the Optionee thereafter seek new employment, the Optionee agrees to disclose the existence of this Section 16 to any prospective employer engaged in a Competing Business. The Optionee further agrees that if the Optionee obtains new employment, the Company may notify the Optionee’s new employer(s) of the Optionee’s obligations under Section 16 of this Agreement. The Optionee further agrees to notify the Company if the Optionee engages in any conduct that would constitute a potential breach of the terms of Section 16 of this Agreement.

[The next page is the signature page]

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IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.

Please check this box  ☐ to acknowledge that you have read this Agreement, including, without limitation, Section 16 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 16 hereof, and accept the Options granted hereunder.

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Exhibit 10.9

WILSON BANK HOLDING COMPANY

CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this      day of              , 20      (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WHEREAS , the Company has adopted the Plan, which permits the issuance of Stock Appreciation Rights; and

WHEREAS , pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of Stock Appreciation Rights to the Grantee in his or her capacity as an employee of the Company.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Stock Appreciation Rights . The Company grants to the Grantee as of date of this Agreement an award (the “Award”) of Stock Appreciation Rights (the “SARs”) with respect to                  shares (the “Shares”) of the Company’s common stock, $2.00 par value per share (the “Common Stock”), on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. Each SAR represents the right to receive pursuant to this Agreement, upon exercise of the SAR, a payment in cash in an amount equal to the excess of the Fair Market Value of one Share of Common Stock on the exercise date over $          (the “Grant Price”).

2. Exercise of SAR .

(a) Except as otherwise provided herein, this SAR shall become vested and exercisable as set forth below, if and only if the Grantee shall have been either continuously employed by the Company or continuously providing services as a director of the Company from the date of this Agreement through and including such dates:

(b) Notwithstanding the above, this SAR shall vest and become exercisable with respect to 100% of the Shares in the event of the Grantee’s death, Disability or Retirement,

provided the Grantee has remained either continuously employed by the Company or continuously providing services as a director of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means the later to occur of the Grantee’s resignation as an employee or retirement as a director, in either case, after completing thirty (30) years of service with the Company or after attaining sixty-five (65) years of age and completing twenty (20) years of service with the Company.

(c) Notwithstanding the foregoing, in the event of a Change in Control, this Award shall become vested and exercisable (but only to the extent such SAR has not otherwise terminated) with respect to 100% of the Shares immediately prior to the Change in Control.

3. Manner of Exercise; Payment by the Company .

(a) This Award may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Award, by serving notice of intent to exercise the Award delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised (the “Notice of Exercise”), such notice complying with all applicable rules established by the Committee. The date the Company or its designated agent receives the Notice of Exercise shall be the exercise date (the “Exercise Date”) with respect to the SARs set forth in such notice.

(b) On a date determined by the Company as soon as practicable after receipt by the Company of the Notice of Exercise, and subject to the tax withholding described in Section 9 of this Agreement, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per Share of Common Stock on the Exercise Date and (B) the Grant Price. Notwithstanding anything in the Plan to the contrary, “Fair Market Value” for purposes of this Agremeent means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the Exercise Date, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the fair market value of the Common Stock.

(c) The SARs covered by this Award shall under no circumstances be settled in Shares of the Company’s Common Stock. The Grantee shall not become a shareholder of the Company or otherwise obtain the rights of a shareholder due to the grant or exercise of any SARs subject to this Agreement.

4. Termination of SAR . The SAR will expire ten (10) years from the date of grant of the SAR (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death . If the Grantee’s employment by the Company or service as a director of the Company terminates by reason of death, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving

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effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee, for a period of one hundred and eighty (180) days from the date of death or until the expiration of the Term of the SAR, whichever period is the shorter.

(b) Termination by Reason of Disability . If the Grantee’s employment by the Company or service as a director of the Company terminates by reason of Disability, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Grantee or personal representative or guardian of the Grantee, as applicable, for a period of three (3) years from the date of such termination or until the expiration of the Term of the SAR, whichever period is the shorter.

(c) Termination by Retirement . If the Grantee’s employment by the Company or service as a director of the Company (whichever occurs later) terminates by reason of Retirement, this SAR may thereafter be exercised by the Grantee, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination or until the expiration of the Term of the SAR, whichever period is the shorter.

(d) Termination for Cause . If the Grantee’s employment by the Company or service as a director of the Company is terminated for Cause, this SAR shall terminate immediately following the later to occur of the termination of the Grantee’s employment or service as a director of the Company and become void and of no effect, and any vested SAR that was vested but not exercised prior to the later to occur of the termination of the Grantee’s employment and service as a director of the Company shall be forfeitered as of such later occurring event.

(e) Other Termination . If the Grantee’s employment by the Company or service as a director of the Company terminates (whichever occurs later) for any reason other than for Cause, death, Disability or Retirement, this SAR may be exercised, to the extent the SAR was exercisable at the time of such termination by the Grantee for a period of ninety (90) days from the date of such termination or the expiration of the Term of the SAR, whichever period is the shorter.

5. No Right to Continued Employment or Continued Service . The grant of the SAR shall not be construed as giving the Grantee the right to be retained in the employ of the Company or on the Board of Directors of the Company, and the Company may at any time dismiss the Grantee from employment or service as a director of the Company, free from any liability or any claim under the Plan or this Agreement.

6. Adjustment to SAR . The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

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7. Amendments to SAR . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the SAR shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

8. Limited Transferability . Except as otherwise provided by the Committee, during the Grantee’s lifetime, this Award can be exercised only by the Grantee, and this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Award shall be void. No transfer of this Award by the Grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.

9. Withholding Obligations . Regardless of any action the Company takes with respect to any or all applicable income tax (including federal, state and local taxes and any applicable withholding tax or amounts under the laws of any other jurisdiction), payroll tax or other tax-related withholding in connection with the grant, vesting or payment in settlement of the Award (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by the Grantee is and remains the Grantee’s responsibility. Further, notwithstanding any contrary provision of this Agreement, no cash payment shall be made to the Grantee unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee to satisfy all withholding tax obligations of the Company with respect to the cash payment. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation payable to the Grantee by the Company or from the cash payment received upon settlement of the Award. The Grantee agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of the grant or settlement of the Award that cannot be satisfied by the means previously described. The Grantee acknowledges and agrees that the Company may refuse to deliver any cash payment otherwise due hereunder if the Grantee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this Section 9 .

10. Plan Governs . The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

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11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

12. Notices . All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

14. Resolution of Disputes . Except in such instances where the Company is seeking to enforce its rights pursuant to Section 16 of this Agreement, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

15. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.

16. Restrictive Covenants .

(a) Non-Competition . The Grantee agrees that during the Grantee’s employment by the Company and service as a director of the Company and for a period of twelve (12) months following the later to occur of the termination of the Grantee’s employment with the Company or service as a director of the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Grantee provided for the Company. “Area” for purposes of this Agreement

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shall mean any county where the Company has an office as of the later to occur of the date that the Grantee’s employment with the Company or service as a director of the Company terminates and Williamson County, if the Company does not at such time have an office in Williamson County. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company) that is conducting business that is the same or substantially the same as the business of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers . The Grantee agrees that during the Grantee’s employment by the Company and service as a director of the Company and for a period of twelve (12) months following the later to occur of the termination of the Grantee’s employment with the Company or service as a director of the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective customers actively sought by the Company, with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s employment with the Company and service as a director of the Company, for purposes of providing products or services that are competitive with those provided by the Company.

(c) Non-Solicitation of Employees . The Grantee agrees that during the Grantee’s employment by the Company and service as a director of the Company and for a period of twelve (12) months following the later to occur of the termination of the Grantee’s employment with the Company or service as a director of the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company that was an employee of the Company within the one (1) year period prior to the termination of the Executive’s employment and service as a director of the Company, whether or not such employee is a full-time employee or a temporary employee of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

(d) Impact of Change in Control . In the event that a Change in Control occurs prior to the termination of the Grantee’s employment with the Company or service as a director of the Company, this Section 16 shall be void and of no further force and effect from and after the Change in Control.

(e) Recovery of Attorneys’ Fees . In the event the Grantee breaches any provision of this Section 16 , the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(f) Reduced Scope . If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 16 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

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(g) Breach of Restrictive Covenants . The Grantee acknowledges and agrees that any breach by him of any of the provisions of this Section 16 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of the Restrictive Covenants or (B) the date of the Grantee’s termination of employment or termination of service as a director with the Company, until the later of: (I) the date the Grantee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has breached the Restrictive Covenants.

(h) Venue; Right to Jury Trial . The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 16 of this Agreement. The Grantee hereby expressly waives the Grantee’s right to a jury trial in any court proceeding arising out of or relating to this Agreement.

(i) Disclosure of Restrictive Covenants . Should the Grantee’s employment with Company terminate, and should the Grantee thereafter seek new employment, the Grantee agrees to disclose the existence of this Section 16 to any prospective employer engaged in a Competing Business. The Grantee further agrees that if the Grantee obtains new employment, the Company may notify the Grantee’s new employer(s) of the Grantee’s obligations under Section 16 of this Agreement. The Grantee further agrees to notify the Company if the Grantee engages in any conduct that would constitute a potential breach of the terms of Section 16 of this Agreement.

[The next page is the signature page]

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IN WITNESS WHEREOF, the parties have caused this Cash-Settled Stock Appreciation Rights Agreement to be duly executed effective as of the day and year first above written.

Please check this box  ☐ to acknowledge that you have read this Agreement, including without limitation Section 16 hereof, agree to be bound by the terms of this Agreement, including without limitation Section 16 hereof and accept the SARs granted hereunder.

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Exhibit 10.10

WILSON BANK HOLDING COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this      day of              , 20      (the “Grant Date”), by and between Wilson Bank Holding Company a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WHEREAS , the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, par value $2.00 per share, (the “Common Stock”) of the Company (the “Shares”); and

WHEREAS , the Company desires to afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option .

(a) The Company grants as of the date of this Agreement the right and option (the “Option”) to purchase                  Shares, in whole or in part (the “Option Stock”), at an exercise price of                      and No/100 Dollars ($          ) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.

(b) The Option shall be a non-qualified stock option. In order comply with all applicable federal, state or local tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or other taxes are withheld or collected from the Optionee.

2. Exercise of Option .

(a) Except as otherwise provided herein, this Option shall become vested and exercisable as set forth below, if and only if the Optionee shall have been either continuously employed by the Company or continuously providing services as a director of the Company from the date of this Agreement through and including such dates:

(b) Notwithstanding the above, this Option shall vest and become exercisable with respect to 100% of the Option Stock in the event of the Optionee’s death, Disability or Retirement, provided the Optionee has remained either continuously employed by the Company or continuously providing services as a director of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means the later to occur of the Optionee’s resignation as an employee or retirement as a director, in either case, after completing thirty (30) years of service with the Company or after attaining sixty-five (65) years of age and completing twenty (20) years of service with the Company.

(c) Notwithstanding the foregoing, in the event of a Change in Control, this Option shall become vested and exercisable (but only to the extent such Option has not otherwise terminated) with respect to 100% of the Option Stock immediately prior to the Change in Control.

3. Manner of Exercise . The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and, if the Optionee is then an employee of the Company, except as otherwise provided herein, cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable state and local tax guidelines for the employer’s minimum statutory withholding (the “Witholding Taxes”). The Option Payment shall be made (a) in cash or cash equivalents, (b) by transfer, either actually or by attestation, to the Company of whole Shares previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares, (c) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment, or (d) by a combination of (a), (b) and/or (c). Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement, “Fair Market Value” means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the date of exercise, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the fair market value of the Common Stock.

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4. Termination of Option . The Option will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death . If the Optionee’s employment by the Company or service as a director of the Company terminates by reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of three (3) years from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.

(b) Termination by Reason of Disability . If the Optionee’s employment by the Company or service as a director of the Company (whichever occurs later) terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of three (3) years from the date of such termination or until the expiration of the Term of the Option, whichever period is the shorter.

(c) Termination by Retirement . If the Optionee’s employment by the Company or service as a director of the Company (whichever occurs later) terminates by reason of Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination or until the expiration of the Term of the Option, whichever period is the shorter.

(d) Termination for Cause . If the Optionee’s employment by the Company or service as a director of the Company is terminated for Cause, this Option shall terminate immediately following the later to occur of the termination of the Optionee’s employment or service as a director of the Company and become void and of no effect, and any Option that was vested but not exercised prior to the later to occur of the termination of the Optionee’s employment or service as a director of the Company shall be forfeited as of such later occurring event.

(e) Other Termination . If the Optionee’s employment by the Company or service as a director of the Company (whichever occurs later) terminates for any reason other than for Cause, death, Disability or Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination by the Optionee for a period of ninety (90) days from the date of such termination or the expiration of the Term of the Option, whichever period is the shorter.

5. No Right to Continued Employment or Continued Service . The grant of the Option shall not be construed as giving the Optionee the right to be retained in the employ of the Company or on the Board of Directors of the Company, and the Company may at any time dismiss the Optionee from employment or service as a director of the Company, free from any liability or any claim under the Plan or this Agreement.

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6. Adjustment to Option Stock . The Committee may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Committee determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

7. Amendments to Option . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Optionee or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.

8. Limited Transferability . Except as otherwise provided by the Committee, during the Optionee’s lifetime, this Option can be exercised only by the Optionee, and this Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.

9. Reservation of Shares . At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.

10. Plan Governs . The Optionee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

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12. Notices . All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

14. Resolution of Disputes . Except in such instances where the Company is seeking to enforce its rights pursuant to Section 16 , any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.

15. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators, successors and assignees.

16. Restrictive Covenants .

(a) Non-Competition . The Optionee agrees that during the Optionee’s employment by the Company and service as a director of the Company and for a period of twelve (12) months following the later to occur of the termination of the Optionee’s employment with the Company or service as a director of the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Optionee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Optionee provided for the Company. “Area” for purposes of this Agreement shall mean any county where the Company has an office as of the later to occur of the date that the Optionee’s employment with the Company or service as a director of the Company terminates and Williamson County, if the Company does not at such time have an office in Williamson County. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company) that is conducting business that is the same or substantially the same as the business of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers . The Optionee agrees that during the Optionee’s employment by the Company and service as a director of the Company and for a

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period of twelve (12) months following the later to occur of the termination of the Optionee’s employment with the Company or service as a director of the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective customers actively sought by the Company and service as a director of the Company, with whom the Optionee has or had material contact during the last one (1) year of the Optionee’s employment with the Company and service as a director of the Company, for purposes of providing products or services that are competitive with those provided by the Company.

(c) Non-Solicitation of Employees . The Optionee agrees that during the Optionee’s employment by the Company and service as a director of the Company and for a period of twelve (12) months following the later to occur of the termination of the Optionee’s employment with the Company or service as a director of the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company that was an employee of the Company within the one (1) year period prior to the termination of the Executive’s employment and service as a director of the Company, whether or not such employee is a full-time employee or a temporary employee of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

(d) Impact of Change in Control . In the event that a Change in Control occurs prior to the termination of the Optionee’s employment with the Company or service as a director of the Company, this Section 16 shall be void and of no further force and effect from and after the Change in Control.

(e) Recovery of Attorneys’ Fees . In the event the Optionee breaches any provision of this Section 16 , the Company shall be entitled to recover from the Optionee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(f) Reduced Scope . If any court or other decision-maker of competent jurisdiction determines that any of the Optionee’s covenants contained in Section 16 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

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(g) Breach of Restrictive Covenants . The Optionee acknowledges and agrees that any breach by him of any of the provisions of this Section 16 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Optionee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Optionee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Optionee’s first breach of the Restrictive Covenants or (B) the date of the Optionee’s termination of employment with the Company or termination of service as a director, until the later of: (I) the date the Optionee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Optionee has breached the Restrictive Covenants.

(h) Venue; Right to Jury Trial . The Optionee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 16 of this Agreement. The Optionee hereby expressly waives the Optionee’s right to a jury trial in any court proceeding arising out of or relating to this Agreement.

(i) Disclosure of Restrictive Covenants . Should the Optionee’s employment with Company terminate, and should the Optionee thereafter seek new employment, the Optionee agrees to disclose the existence of this Section 16 to any prospective employer engaged in a Competing Business. The Optionee further agrees that if the Optionee obtains new employment, the Company may notify the Optionee’s new employer(s) of the Optionee’s obligations under Section 16 of this Agreement. The Optionee further agrees to notify the Company if the Optionee engages in any conduct that would constitute a potential breach of the terms of Section 16 of this Agreement.

[The next page is the signature page]

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IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.

Please check this box  ☐ to acknowledge that you have read this Agreement, including, without limitation, Section 16 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 16 hereof, and accept the Options granted hereunder.

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Exhibit 10.11

WILSON BANK HOLDING COMPANY

CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT

(Directors)

THIS CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of this      day of              , 20      (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WHEREAS , the Company has adopted the Plan, which permits the issuance of Stock Appreciation Rights; and

WHEREAS , pursuant to the Plan, the Board has granted an award of Stock Appreciation Rights to the Grantee in his capacity as a director of the Company.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Stock Appreciation Rights . The Company grants to the Grantee as of date of this Agreement an award (the “Award”) of Stock Appreciation Rights (the “SARs”) with respect to                  shares (the “Shares”) of the Company’s common stock, $2.00 par value per share (the “Common Stock”), on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. Each SAR represents the right to receive pursuant to this Agreement, upon exercise of the SAR, a payment in cash in an amount equal to the excess of the Fair Market Value of one Share of Common Stock on the exercise date over $          (the “Grant Price”).

2. Exercise of SAR .

(a) Except as otherwise provided herein, this SAR shall become vested and exercisable as set forth below, if and only if the Grantee has continuously provided services as a director of the Company from the date of this Agreement through and including such dates:

(b) Notwithstanding the above, this SAR shall vest and become exercisable with respect to 100% of the Shares in the event of the Grantee’s death, Disability or Retirement, or immediately prior to a Change in Control provided the Grantee has continuously provided

services as a director of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement “Retirement” means that the Grantee’s service as a director ends following the Grantee having served as a director of the Company for twenty (20) years or having attained the age at which the Grantee is required to retire from the Board pursuant to the Company’s mandatory retirement age policy applicable to the Grantee.

3. Manner of Exercise; Payment by the Company .

(a) This Award may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Award, by serving notice of intent to exercise the Award delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of SARs subject to the Award in respect of which the Award is thereby being exercised (the “Notice of Exercise”), such notice complying with all applicable rules established by the Board. The date the Company or its designated agent receives the Notice of Exercise shall be the exercise date (the “Exercise Date”) with respect to the SARs set forth in such notice.

(b) On a date determined by the Company as soon as practicable after receipt by the Company of the Notice of Exercise, the Company shall deliver to the Grantee an amount, in cash, equal to the product of (i) the number of Shares with respect to which the SAR was exercised and (ii) the difference between (A) the Fair Market Value per Share of Common Stock on the Exercise Date and (B) the Grant Price. Notwithstanding anything in the Plan to the contrary, “Fair Market Value” for purposes of this Agreement means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the Exercise Date, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the fair market value of the Common Stock.

(c) The SARs covered by this Award shall under no circumstances be settled in Shares of the Company’s Common Stock. The Grantee shall not become a shareholder of the Company or otherwise obtain the rights of a shareholder due to the grant or exercise of any SARs subject to this Agreement.

4. Termination of SAR . The SAR will expire ten (10) years from the date of grant of the SAR (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death . If the Grantee’s service as a director of the Company terminates by reason of death, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee, for a period of one hundred and eighty (180) days from the date of death or until the expiration of the Term of the SAR, whichever period is the shorter.

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(b) Termination by Reason of Disability . If the Grantee’s service as a director of the Company terminates by reason of Disability, this SAR may thereafter be exercised, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the Grantee or personal representative or guardian of the Grantee, as applicable, for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the SAR, whichever period is the shorter.

(c) Termination by Retirement . If the Grantee’s service as a director of the Company terminates by reason of Retirement, this SAR may thereafter be exercised by the Grantee, to the extent the SAR was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the SAR, whichever period is the shorter.

(d) Termination for Cause . If the Grantee’s service as a director of the Company is terminated for Cause, this SAR shall terminate immediately following the termination of the Grantee’s service as a director and become void and of no effect, and any SAR that was vested but not exercised prior to the termination of the Grantee’s service as a director shall be forfeited as of the termination of the Grantee’s service as a director of the Company.

(e) Other Termination . If the Grantee’s service as a director of the Company terminates for any reason other than for Cause, death, Disability or Retirement, this SAR may be exercised, to the extent the SAR was exercisable at the time of such termination by the Grantee for a period of ninety (90) days from the date of such termination of service as a director or the expiration of the Term of the SAR, whichever period is the shorter.

5. No Right to Continued Service . The grant of the SAR shall not be construed as giving the Grantee the right to be retained on the Board of the Company, and, subject to applicable law, the Company may at any time dismiss the Grantee from service as a director of the Company free from any liability or any claim under the Plan or this Agreement.

6. Adjustment to SAR . The Board may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Board determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

7. Amendments to SAR . Subject to the restrictions contained in the Plan, the Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the SAR shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

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8. Limited Transferability . Except as otherwise provided by the Board, during the Grantee’s lifetime, this Award can be exercised only by the Grantee, and this Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Award shall be void. No transfer of this Award by the Grantee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Board may deem necessary or appropriate to establish the validity of the transfer.

9. Plan Governs . The Grantee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

10. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

11. Notices . All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

12. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

13. Resolution of Disputes . Except in such instances where the Company is seeking to enforce its rights pursuant to Section 15 of this Agreement, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

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14. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.

15. Restrictive Covenants .

(a) Non-Competition . The Grantee agrees that during the Grantee’s service as a director of the Company and for a period of twelve (12) months following the termination of the Grantee’s service as a director of the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Grantee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Grantee provided for the Company. “Area” for purposes of this Agreement shall mean any county where the Company has an office as of the date that the Grantee’s service as a director of the Company terminates and Williamson County, if the Company does not at such time have an office in Williamson County. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company) that is conducting business that is the same or substantially the same as the business of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers . The Grantee agrees that during the Grantee’s service as a director of the Company and for a period of twelve (12) months following the termination of the Grantee’s service as a director of the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective customers actively sought by the Company, with whom the Grantee has or had material contact during the last one (1) year of the Grantee’s service as a director of the Company, for purposes of providing products or services that are competitive with those provided by the Company.

(c) Non-Solicitation of Employees . The Grantee agrees that during the Grantee’s service as a director of the Company and for a period of twelve (12) months following the termination of the Grantee’s service as a director of the Company for any reason, the Grantee will not (except on behalf of or with the prior written consent of the Company) on the Grantee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company that was an employee of the Company within the one (1) year period prior to the termination of the Executive’s service as a director of the Company, whether or not such employee is a full-time employee or a temporary employee of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

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(d) Impact of Change in Control . In the event that a Change in Control occurs prior to (or immediately following) the termination of the Grantee’s service as a director of the Company, this Section 15 shall be void and of no further force and effect from and after the Change in Control.

(e) Recovery of Attorneys’ Fees . In the event the Grantee breaches any provision of this Section 15 , the Company shall be entitled to recover from the Grantee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(f) Reduced Scope . If any court or other decision-maker of competent jurisdiction determines that any of the Grantee’s covenants contained in Section 15 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(g) Breach of Restrictive Covenants . The Grantee acknowledges and agrees that any breach by him of any of the provisions of this Section 15 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Grantee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Grantee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Grantee’s first breach of the Restrictive Covenants or (B) the date of the Grantee’s termination of service as a director of the Company, until the later of: (I) the date the Grantee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Grantee has breached the Restrictive Covenants.

(h) Venue; Right to Jury Trial . The Grantee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 15 of this Agreement. The Grantee hereby expressly waives the Grantee’s right to a jury trial in any court proceeding arising out of or relating to this Agreement.

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IN WITNESS WHEREOF, the parties have caused this Cash-Settled Stock Appreciation Right Agreement to be duly executed effective as of the day and year first above written.

Please check this box  ☐ to acknowledge that you have read this Agreement, including, without limitation, Section 15 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 15 hereof, and accept the SARs granted hereunder.

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Exhibit 10.12

WILSON BANK HOLDING COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

(Directors)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this      day of              , 20      (the “Grant Date”), by and between Wilson Bank Holding Company, a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and the individual identified on the signature page hereto (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Wilson Bank Holding Company Amended and Restated 2016 Equity Incentive Plan (the “Plan”).

WHEREAS , the Company has adopted the Plan, which permits the issuance of stock options for the purchase of shares of the common stock, $2.00 par value per share, (the “Common Stock”) of the Company (the “Shares”); and

WHEREAS , the Company desires to afford the Optionee an opportunity to purchase Shares as hereinafter provided in accordance with the provisions of the Plan.

NOW, THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option .

(a) The Company grants as of the date of this Agreement the right and option (the “Option”) to purchase                  Shares, in whole or in part (the “Option Stock”), at an exercise price of                      and No/100 Dollars ($          ) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. The Optionee, holder or beneficiary of the Option shall not have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.

(b) The Option shall be a non-qualified stock option.

2. Exercise of Option .

(a) Except as otherwise provided herein, this Option shall become vested and exercisable as set forth below, if and only if the Optionee has continuously provided services as a director of the Company from the date of this Agreement through and including such dates:

(b) Notwithstanding the foregoing, this option shall vest and become exercisable (but only to the extent such Option has not otherwise terminated) with respect to 100% of the Option Stock in the event of the Optionee’s death, Disability or Retirement or immediately prior to the occurrence of a Change in Control provided that the Optionee has continuously provided services as a director of the Company from the date of this Agreement to such event. Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement “Retirement” means that the Optionee’s service as a director ends following the Optionee having served as a director of the Company for twenty (20) years or having attained the age at which the Optionee is required to retire from the Board pursuant to the Company’s mandatory retirement age policy applicable to the Optionee.

3. Manner of Exercise . The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”). The Option Payment shall be made in (a) cash or cash equivalents, (b) by transfer, either actually or by attestation, to the Company of whole Shares previously acquired by the Optionee and valued at the Shares’ Fair Market Value on the date of exercise (or next succeeding trading date if the date of exercise is not a trading date), or by a combination of such cash (or cash equivalents) and Shares, (c) by directing the Company to withhold that number of whole Shares otherwise deliverable to the Optionee pursuant to the Option having an aggregate Fair Market Value at the time of exercise equal to the Option Payment, or (d) by a combination of (a), (b) and/or (c). Notwithstanding anything in the Plan to the contrary, for purposes of this Agreement “Fair Market Value” means the weighted average trading price (the “Weighted Average Trading Price”) for the Common Stock for the thirty (30) day period ending on the date of exercise, or such other value as the Board may determine pursuant to the reasonable application of a reasonable valuation method if the Board determines that the Weighted Average Trading Price is not a reasonable indication of the fair market value of the Common Stock.

4. Termination of Option . The Option will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

(a) Termination by Death . If the Optionee’s service as a director of the Company terminates by reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above), by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, for a period of three (3) years from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.

(b) Termination by Reason of Disability . If the Optionee’s service as a director of the Company terminates by reason of Disability, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of such termination (after giving

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effect to any acceleration of vesting provided for in Section 2 above), by the Optionee or personal representative or guardian of the Optionee, as applicable, for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the Option, whichever period is the shorter.

(c) Termination by Retirement . If the Optionee’s service as a director of the Company terminates by reason of Retirement, this Option may thereafter be exercised by the Optionee, to the extent the Option was exercisable at the time of such termination (after giving effect to any acceleration of vesting provided for in Section 2 above) for a period of three (3) years from the date of such termination of service as a director or until the expiration of the Term of the Option, whichever period is the shorter.

(d) Termination for Cause . If the Optionee’s service as a director of the Company is terminated for Cause, this Option shall terminate immediately following the termination of the Optionee’s service as a director of the Company and become void and of no effect, and any Option that was vested but not exercised prior to the termination of the Optionee’s service as a director of the Company shall be forfeited as of the termination of the Optionee’s service as a director of the Company.

(e) Other Termination . If the Optionee’s service as a director of the Company is terminated for any reason other than for Cause, death, Disability or Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination, by the Optionee for a period of ninety (90) days from the date of such termination of service or the expiration of the Term of the Option, whichever period is the shorter.

5. No Right to Continued Service . The grant of the Option shall not be construed as giving the Optionee the right to be retained on the Board of the Company, and, subject to applicable law, the Company may at any time dismiss the Optionee from service as a director of the Company free from any liability or any claim under the Plan or this Agreement.

6. Adjustment to Option Stock . The Board may make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (and shall make the adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan, whenever the Board determines that such event(s) affect the Shares. Any such adjustments shall be effected in a manner that precludes the material enlargement of rights and benefits under this Award.

7. Amendments to Option . Subject to the restrictions contained in the Plan, the Board may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Optionee or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.

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8. Limited Transferability . Except as otherwise allowed by the Board, during the Optionee’s lifetime, this Option can be exercised only by the Optionee. This Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Optionee other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Optionee by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Board may deem necessary or appropriate to establish the validity of the transfer.

9. Reservation of Shares . At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.

10. Plan Governs . The Optionee hereby acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

11. Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

12. Notices . All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

13. Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

14. Resolution of Disputes . Except in such instances where the Company is seeking to enforce its rights pursuant to Section 16 of this Agreement, any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.

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15. Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee’s legal representative and assignees. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be binding upon the Optionee’s heirs, executors, administrators, successors and assignees.

16. Restrictive Covenants .

(a) Non-Competition . The Optionee agrees that during the Optionee’s service as a director of the Company and for a period of twelve (12) months following the termination of the Optionee’s service as a director of the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company), within the Area, either directly or indirectly, on the Optionee’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Optionee provided for the Company. “Area” for purposes of this Agreement shall mean any county where the Company has an office as of the date that the Optionee’s service as a director of the Company terminates and Williamson County, if the Company does not at such time have an office in Williamson County. “Competing Business” for purposes of this Agreement shall mean any entity (other than the Company) that is conducting business that is the same or substantially the same as the business of the Company, which the parties hereto agree is the business of commercial and consumer banking.

(b) Non-Solicitation of Customers . The Optionee agrees that during the Optionee’s service as a director of the Company and for a period of twelve (12) months following the termination of the Optionee’s service as a director of the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective customers actively sought by the Company, with whom the Optionee has or had material contact during the last one (1) year of the Optionee’s service as a director of the Company, for purposes of providing products or services that are competitive with those provided by the Company.

(c) Non-Solicitation of Employees . The Optionee agrees that during the Optionee’s service as a director of the Company and for a period of twelve (12) months following the termination of the Optionee’s service as a director of the Company for any reason, the Optionee will not (except on behalf of or with the prior written consent of the Company) on the Optionee’s own behalf or in the service or on behalf of others, solicit, recruit or hire or attempt to solicit, recruit or hire any employee of the Company that was an employee of the Company within the one (1) year period prior to the termination of the Executive’s service as a director of the Company, whether or not such employee is a full-time employee or a temporary employee of the Company, such employment is pursuant to written agreement, for a determined period, or at will.

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(d) Impact of Change in Control . In the event that a Change in Control occurs prior to (or immediately following) the termination of the Optionee’s service as a director of the Company, this Section 16 shall be void and of no further force and effect from and after the Change in Control.

(e) Recovery of Attorneys’ Fees . In the event the Optionee breaches any provision of this Section 16 , the Company shall be entitled to recover from the Optionee the reasonable costs incurred in preventing or remedying such breach, including but not limited to attorneys’ fees.

(f) Reduced Scope . If any court or other decision-maker of competent jurisdiction determines that any of the Optionee’s covenants contained in Section 16 of this Agreement is unenforceable because of the duration or scope of such provision, then, after such determination has become final and nonappealable, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

(g) Breach of Restrictive Covenants . The Optionee acknowledges and agrees that any breach by him of any of the provisions of this Section 16 (the “Restrictive Covenants”) would result in irreparable injury and damage to the Company for which money damages would not provide an adequate remedy. Therefore, if the Optionee breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Optionee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to have the period of time of any such Restrictive Covenant extended by the amount of time equivalent to the time that accrues from the earlier of: (A) the Optionee’s first breach of the Restrictive Covenants or (B) the date of the Optionee’s termination of service as a director of the Company, until the later of: (I) the date the Optionee ceases breaching the Restrictive Covenants; or (II) the date a court of proper jurisdiction issues a judgment finding that the Optionee has breached the Restrictive Covenants.

(h) Venue; Right to Jury Trial . The Optionee and the Company shall submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Middle District of Tennessee or the Chancery Court for Wilson County, Tennessee in any litigation arising out of Section 16 of this Agreement. The Optionee hereby expressly waives the Optionee’s right to a jury trial in any court proceeding arising out of or relating to this Agreement.

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[The next page is the signature page]

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IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.

Please check this box  ☐ to acknowledge that you have read this Agreement, including, without limitation, Section 16 hereof, agree to be bound by the terms of this Agreement, including, without limitation, Section 16 hereof, and accept the Options granted hereunder.

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