Employment. FFN hereby employs EXECUTIVE as Chief Executive Officer and EXECUTIVE shall perform the duties of such position as reasonably requested from time to time by FFN’s Board of Directors and/or the Audit Committee of FFN’s Board of Directors. Additionally, FSB employs EXECUTIVE as the Chief Executive Officer of FSB, and EXECUTIVE shall perform such duties of such position as reasonably requested from time to time by FSB’s Chief Executive Officer. EXECUTIVE’s principal office currently will be located in Franklin, Tennessee, subject to such travel as may be reasonably required from time to time to perform EXECUTIVE’s duties. EXECUTIVE shall devote substantially all of his business time, energy, and attention to the business of EMPLOYER during his employment pursuant to this Agreement. Other than as provided herein, EXECUTIVE shall not, during his employment pursuant to this Agreement, engage in any other business activity or occupation for gain, profit, or other pecuniary advantage without the prior written consent of EMPLOYER; provided, however, that such prohibition does not prohibit EXECUTIVE from investing or trading for his own benefit in stocks, bonds, real estate, securities or other forms of investment. Except as expressly provided herein, EXECUTIVE is an employee at will.

Term. The initial term of this Agreement shall commence on the Effective Date and, unless this Agreement is earlier terminated in accordance with its terms, shall end on October 15, 2021. At the end of this initial term (and the end of any one-year renewal term(s) herein provided for), this Agreement will automatically renew for an additional, successive term of one year, unless EMPLOYER or EXECUTIVE gives the other party written notice of such party’s election to terminate this Agreement as of the end of the initial term (or then-current renewal term) at least 150 days prior to the end of the initial term (or then-current renewal term).

Compensation.

For all of the services rendered to EMPLOYER by EXECUTIVE in any capacity pursuant to this Agreement:

EMPLOYER shall pay to EXECUTIVE a gross salary of $453,000 for the first twelve (12) months following the Effective Date, and $498,000 for the second twelve (12) month period following the Effective Date, (for the

EXECUTIVE is eligible to participate in any employee benefit plans maintained by EMPLOYER and available to other similarly situated employees of EMPLOYER, including insurance benefits.

EMPLOYER will review EXECUTIVE’s Base Salary annually in the normal administration of its compensation program for other executives similarly situated in order to determine whether any adjustment is appropriate; provided that in no event shall EXECUTIVE’s Base Salary be reduced to an amount less than EXECUTIVE’s Base Salary as set forth in Section 3(a) (i) above . Any such adjustment shall be in the sole discretion of the EMPLOYER and is not guaranteed.

EXECUTIVE agrees that the Base Salary and the fringe benefits specifically provided for under this Agreement or offered to EMPLOYER’S employees generally or to similarly situated employees (the “Fringe Benefits”) are the only compensation to which EXECUTIVE is entitled for his services as an employee of EMPLOYER.

EXECUTIVE shall be eligible, but not entitled, to receive discretionary annual cash or other incentive payments and restricted stock, stock options, and/or other equity-based awards as authorized by the Board of Directors and the Compensation Committee of the Board of Directors. EXECUTIVE shall also be eligible, but not entitled, to participate in such equity compensation plans as may be approved by the Board of Directors and/or shareholders of EMPLOYER and on such terms as may be authorized by the Board of Directors and/or shareholders, as applicable, in its or their discretion.

Timing of Bonus Payment. EXECUTIVE’s bonus, if any, shall be paid to him after the end of the fiscal year to which it relates, at the time and under the same conditions as other executives of EMPLOYER; provided that any such bonus must be paid to EXECUTIVE not later than April 30 of the year immediately following the fiscal year to which it relates.

EMPLOYER shall reimburse EXECUTIVE for reasonable expenses incurred in the performance of services related to EMPLOYER’s business, subject to EMPLOYER’s expense reimbursement policies.

EXECUTIVE shall be entitled to receive actual mileage reimbursement for use of EXECUTIVE’S automobile pursuant to the policies of EMPLOYER, as such exist from time to time.

EXECUTIVE shall be entitled to discretionary paid time off for similarly situated employees.

Termination.

EXECUTIVE’s employment under this Agreement may be terminated as follows:

By EXECUTIVE: EXECUTIVE may terminate his employment pursuant to this Agreement either: (a) for Good Reason (as defined below) or (b) at any time and for any reason other than Good Reason upon thirty (30) days’ written notice to EMPLOYER.

By EMPLOYER: EMPLOYER may terminate EXECUTIVE’s employment pursuant to this Agreement either: (a) upon thirty (30) days’ written notice to EXECUTIVE for any reason or for no reason, (b) at any time for Cause (as defined below), or (c) upon thirty (30) days’ written notice to EXECUTIVE in the event of EXECUTIVE’s Disability as defined below.

DEATH: EXECUTIVE’s employment pursuant to this Agreement will automatically terminate upon EXECUTIVE’s death.

EXPIRATION OF TERM. Unless extended pursuant to Section 2, EXECUTIVE’s employment shall cease on October 15, 2021 (herein referred to as “Term Expiration”).

“Good Reason” means the satisfaction of all of the following provisions:

Without EXECUTIVE’s prior written consent, one or more of the following occurs: (1) a material breach by EMPLOYER of this Agreement; (2) a decrease (or series of decreases, whether or not related, in the aggregate) in EXECUTIVE’s Base Salary in an amount greater than 10% unless such decrease(s) is/are part of a program affecting all similarly situated employees of EMPLOYER; (3) EMPLOYER’s ceasing to provide EXECUTIVE benefits available to other similarly situated employees of EMPLOYER; (4) EMPLOYER requires EXECUTIVE to relocate EXECUTIVE’s principal place of employment to a location greater than 50 miles from EMPLOYER’s principal place of business at 722 Columbia Avenue, Franklin, Tennessee; or (5) EMPLOYER reduces the EXECUTIVE’s authority, duties or responsibilities of employment to that of a non-executive, non-management level employee (for the purpose of clarity, a change in title or a change in supervisor or reporting authority does not constitute for “Good Reason”).

EXECUTIVE gives written notice to EMPLOYER within thirty (30) days of the occurrence of any of the event(s) listed in Section (4)(b)(i) and EMPLOYER does not cure the issue within thirty (30) days subsequent to its receipt of EXECUTIVE’s written notice.

EXECUTIVE terminates his employment pursuant to this Agreement within thirty (30) days of the expiration of EMPLOYER’s time to cure.

“Cause” means the occurrence of one or more of the following:

A breach of this Agreement by EXECUTIVE which, if curable, continues after written notice by EMPLOYER to EXECUTIVE of the breach and a thirty (30) day opportunity for EXECUTIVE to cure said breach;

Failure by the EXECUTIVE to adhere to any established, written EMPLOYER policy that is applicable to EXECUTIVE after written notice by EMPLOYER to EXECUTIVE of such failure and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s excessive absenteeism, other than for illness or with the consent of the Board of Directors, that continues after written notice by EMPLOYER to EXECUTIVE and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s repeated failure or refusal to perform his employment duties as reasonably and lawfully directed by EMPLOYER which continues after written notice by EMPLOYER to EXECUTIVE and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s commission of an act of material dishonesty in connection with EXECUTIVE’s responsibilities as an employee of Employer;

EXECUTIVE’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or crime of moral turpitude; or

EXECUTIVE’s gross misconduct or gross neglect of EXECUTIVE’s duties, which misconduct or neglect is materially injurious to the EMPLOYER.

“Disability” means EXECUTIVE’s physical or mental impairment (whether arising from illness, accident, or otherwise) that both:

Substantially limits, even with EMPLOYER’s reasonable accommodation, EXECUTIVE’s ability to perform the essential functions of his position on a full-time basis, and

At the time the determination is made, is expected to last for a continuous period of at least six calendar months or an aggregate of six calendar months during any continuous twelve calendar month period.

Termination Payments.

If EXECUTIVE’s employment pursuant to this Agreement is terminated:

By EMPLOYER without Cause, or by EXECUTIVE for Good Reason, or by Term Expiration then (1) EMPLOYER shall pay EXECUTIVE (or, in the event of EXECUTIVE’s death, EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) [a] his Base Salary through the date of termination, [b] a sum equal to two times the Base Salary to be paid to EXECUTIVE during his second twelve (12) month period paid out in twenty-four (24) equal monthly installments, and [c] a sum equal to two times his three-year average annual cash incentive payments, paid out in twenty-four (24) equal monthly installments and (2) all unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), in each case as of the date of termination of EXECUTIVE’s employment, notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

Any payment to EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) under this Section shall be contingent upon EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) and EMPLOYER signing a mutually reasonable separation and release agreement, releasing (to the extent permitted by applicable law): (a) in the case of the EXECUTIVE any and all claims against EMPLOYER and its Board of Directors, parent company, shareholders, owners, officers, directors, employees, agents, successors and assigns, and insurers, and (b) in the case of the EMPLOYER, any and all known claims against EXECUTIVE, which mutual release agreement must be executed within sixty (60) days of the date of termination, otherwise the payment shall not vest and shall be forfeited.

Any payment owed to EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) under this Section shall commence within thirty (30) days of the expiration of the sixty (60) day period in Section 5(a)(i)(1) if EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) signed the release provided for in Section 5(a)(i)(1) prior to the expiration of said sixty (60) day period; provided, however, that if such thirty (30) day period begins in one taxable year and ends in the next year, payments shall not in any event commence until January 1 of the second year.

By EMPLOYER for Cause, or by EXECUTIVE without Good Reason, then EMPLOYER will pay EXECUTIVE his Base Salary through the date of EXECUTIVE’s termination and no other amounts shall be payable.

By death or Disability, then EMPLOYER will pay EXECUTIVE (or, in the case of EXECUTIVE’s death, EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) his Base Salary through the end of the next pay period following EXECUTIVE’s termination for death or Disability. (For the purpose of clarity termination by death or Disability does not entitle the EXECUTIVE to any payments under Section 5(a)(i).) This Section has no effect on any benefits that may be available to EXECUTIVE under any disability policy that may be offered by EMPLOYER. All unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), in each case upon date of EXECUTIVE’s death or separation due to Disability, notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

EXECUTIVE’s accrual of, or participation in plans providing for, Fringe Benefits will cease upon EXECUTIVE’s termination of employment for any reason, and EXECUTIVE will be entitled to vested benefits pursuant to, and only as provided in, such plans or Section 5(a)(i).

Upon EXECUTIVE’s termination or resignation for any reason, EMPLOYER will reimburse any business expenses (as referenced in Section 3(e)) incurred on or before the effective date of such termination or resignation. EXECUTIVE must submit to EMPLOYER any such expense for reimbursement within thirty (30) days of the date of his termination or resignation, and EMPLOYER must pay the reimbursement within thirty (30) days of its receipt of the submittal.

The expiration or termination of the EXECUTIVE’s employment under this Agreement will not terminate or otherwise affect the rights and obligations set forth in Section 9 and its subparts, which will survive expiration or termination as independent obligations.

409A Compliance. This Agreement shall be interpreted, construed, and operated either to be exempt from the provisions of Internal Revenue Code Section 409A (“409A”), as amended or any successor thereto, or, to the extent subject to 409A, to comply with 409A and any regulations and other guidance thereunder. Nothing in this Agreement shall provide a basis for EXECUTIVE to take action against EMPLOYER or any affiliate with respect to matters covered by 409A, and in no event shall the EMPLOYER or any of its affiliates be liable for any tax, interest, or penalties that may be imposed under 409A or any damages for failing to comply with 409A. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of 409A. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of 409A to the extent necessary to comply with 409A. If Executive is a specified employee (as reasonably determined by EMPLOYER in accordance with 409A and Treasury Regulations § 1.409A-3(i)(2)) as of EXECUTIVE’s termination of employment with EMPLOYER, and if any payment, benefit, or entitlement provided for in this Agreement or otherwise both (a) constitutes non-qualified deferred compensation (within the meaning of 409A) and (b) cannot be paid or provided in a manner otherwise provided herein without subjecting EXECUTIVE to additional tax or interest (or both) under 409A, then any such payment, benefit, or entitlement that is payable during the first six (6) months following the termination of employment shall be paid or provided to EXECUTIVE in a lump sum payment to be made on the earlier of (x) EXECUTIVE’s death and (y) the first business day of the seventh month immediately following EXECUTIVE’s termination of employment.

Section 280G.

In the event that any payments or benefits provided or to be provided by EMPLOYER or any affiliate of EMPLOYER to EXECUTIVE or for EXECUTIVE’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (or any successor provision thereto) (“280G”) and would, but for this Section 7, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments the parties will, to the extent practicable and reasonable, take such action and execute such documents as may be necessary to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, and in the event (but only in the event) it is not practicable and reasonable to take such action and execute such documents or it is not reasonably possible to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, then a calculation shall be made comparing (i) the Net Benefit (as defined below) to EXECUTIVE of the Covered Payments after payment of the

All determinations and calculations required under this Section 7, including any determination of whether any payments or benefits constitute “parachute payments,” shall be made by an independent accounting firm or independent tax counsel selected by mutual agreement of EMPLOYER and EXECUTIVE (the “Tax Advisor”), and the determinations and calculations of the Tax Advisor shall be conclusive and binding on EMPLOYER and EXECUTIVE for all purposes. For purposes of making the determinations and calculations required by this Section 7, the Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of 280G and Section 4999 of the Internal Revenue Code. EMPLOYER and EXECUTIVE shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request in order to make its determinations and calculations under this Section 7. EMPLOYER shall bear all costs and expenses of the Tax Advisor.

Withholding. All payments under this Agreement shall be subject to applicable tax withholding, and EMPLOYER shall withhold from any payments under this Agreement all federal, state, and local taxes as the EMPLOYER is required to withhold pursuant to applicable law, and shall timely remit such withheld taxes to the appropriate governmental authority. EXECUTIVE shall bear all expenses of, and shall be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.

Confidential Information and Return of Property.

For the purposes of this Agreement, “Confidential Information” means:

All documents and information relating to the business of EMPLOYER, including without limitation technical or nontechnical data, programs, methods, techniques, processes, financial data, financial information, financial plans, financial projections, product plans, personnel data, price lists, and lists of actual or potential customers, that are not generally known to the public or competitors of EMPLOYER, regardless of whether such information is separately protectable at law or in equity as a trade secret.

All non-public information, reports and other written documentation and financial information obtained by EXECUTIVE about any customer of EMPLOYER during EXECUTIVE’s tenure with EMPLOYER.

For purposes of this Section, “termination of EXECUTIVE’s employment” and any similar phrase shall mean termination or cessation of EXECUTIVE’s employment with EMPLOYER for any reason whatsoever, regardless of whether the termination of employment is instituted by EXECUTIVE or EMPLOYER and regardless of whether the termination is for Cause or with Good Reason or as a result of Disability or death.

EXECUTIVE agrees that he will not, other than in performance of his duties for the EMPLOYER, disclose or divulge to any other person or entity, or use or exploit for his own benefit or for the benefit of any other person or entity, any Confidential Information of EMPLOYER for so long as such Confidential Information remains confidential. This prohibition shall apply both during EXECUTIVE’s employment and after termination of that employment, but only so long as such Confidential Information remains confidential.

EXECUTIVE acknowledges and agrees that EMPLOYER has developed its Confidential Information through great effort, time, and expense and has taken reasonable steps to maintain the confidentiality of such information. EXECUTIVE acknowledges and agrees that EMPLOYER’s Confidential Information is necessary for EMPLOYER to compete with its competitors, has value to EMPLOYER, and is not generally known to the public or competitors of EMPLOYER.

EXECUTIVE further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any other rights or remedies that EMPLOYER may have available pursuant to the laws of the State of Tennessee to prevent the disclosure of trade secrets or other confidential or proprietary information, including but not limited to the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47–25–1701, et. seq.

At the time of EXECUTIVE’s termination or upon demand by EMPLOYER (whichever is sooner), EXECUTIVE shall promptly turn over to EMPLOYER all files, documents, business records, and computer programs of EMPLOYER; any lists of customers and/or prospective customers; promotional materials and reports; employee, independent contractor, and potential employee or independent contractor names and addresses; marketing information; contracts with customers, subcontractors, and others; customer correspondence; resumes of existing and potential employees and independent contractors; customer bids and proposals; books and records of EMPLOYER or EMPLOYER customer; customer systems documentation; information concerning talents and capabilities of customer personnel; other Confidential Information not listed herein; any other records, documents, and writings of any kind whatsoever of EMPLOYER or any EMPLOYER customer obtained during the course of EXECUTIVE’s employment; and all assets and property of any kind whatsoever that belong to EMPLOYER or any EMPLOYER customer. Further, EXECUTIVE shall not copy or record in any manner whatsoever the information contained in the foregoing materials, shall not erase or destroy the information contained in the foregoing materials, and shall turn over to EMPLOYER all copies or recordings of any kind whatsoever containing information derived directly or indirectly from the aforementioned materials.

Defend Trade Secrets Act of 2016 Notice. EXECUTIVE is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. EXECUTIVE is further notified that if EXECUTIVE files a lawsuit for retaliation by EMPLOYER for reporting a suspected violation of law, EXECUTIVE may disclose EMPLOYER’s trade secrets to EXECUTIVE’s attorney and use the trade secret information in the court proceeding if EXECUTIVE: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

Corporate Opportunity. During EXECUTIVE’s employment, EXECUTIVE shall submit to EMPLOYER all business, commercial and investment opportunities or offers presented to EXECUTIVE which relate to EMPLOYER’s business any time during EXECUTIVE’s employment (“Corporate Opportunities”). Unless approved by EMPLOYER, EXECUTIVE shall not accept or pursue, directly or indirectly, any Corporate Opportunities on EXECUTIVE’s own behalf or on behalf of any third party.

Vesting of Equity Awards Upon Change In Control. In the event of a Change In Control (as such term is defined in the Franklin Financial Network, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan), all unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall immediately and automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

Forum Selection. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively in a federal district court located in the Middle District of Tennessee, Nashville division or, if its subject matter jurisdiction requirements are not met, the state courts located in or for Williamson County, Tennessee. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts and waives its rights to bring any action or proceeding against the other party except in such courts.

Governing Law. This Agreement, and the application or interpretation of this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles.

Remedies. In addition to all of the remedies otherwise available to EMPLOYER, including recovery from EXECUTIVE of monetary damages, EMPLOYER shall have the

Entire Agreement. This Agreement and the Non-Compete and Non-Solicitation Agreement between EMPLOYER and EXECUTIVE of even date herewith (the “Non-Compete Agreement”) constitute the entire agreement between EMPLOYER and EXECUTIVE with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous oral or written agreements concerning EXECUTIVE’s employment with EMPLOYER.

Modification. This Agreement may not be modified or amended except by a written instrument setting forth such modification or amendment which is signed by the parties and specifically states that it modifies or amends this Agreement.

Non-Waiver. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

Severability. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

Assignment; Binding Nature. EXECUTIVE may not assign, transfer, or delegate any of EXECUTIVE’s rights or obligations under this Agreement except with the prior written consent of EMPLOYER. EMPLOYER may not assign, transfer, or delegate any of EMPLOYER’s rights or obligations under this Agreement without the prior written consent of EXECUTIVE, except only that EMPLOYER may, without the consent of EXECUTIVE, assign, transfer, or delegate EMPLOYER’s rights or obligations under this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of EMPLOYER. This Agreement is binding upon each of the parties and his/its legal representatives, heirs, devisees, legatees, or other successors and assigns, and inures to the benefit of each of the parties and his/its permitted legal representatives, heirs, devisees, legatees, or other permitted successors and assigns (and thus a non-permitted successor or assign acquires no rights from the purported assignment).

Miscellaneous.

Representation by Counsel. EXECUTIVE represents and warrants that he has been advised by EMPLOYER to retain legal counsel in connection with the preparation, negotiation, and execution of this Agreement, and that he has had adequate opportunity to do so.

Notices. Any notice required under this Agreement (including notices relating to EXECUTIVE’s termination or resignation and notices of breaches or potential breaches of this Agreement) must be in writing and must be given either in person or by nationally recognized next business day delivery service electing, and being timely delivered for, next day business service, postage and any other costs prepaid, to the address of EMPLOYER as set forth below its signature line on the signature page to this Agreement (in the event of notice given by EXECUTIVE to EMPLOYER) or to the most recent mailing address for EXECUTIVE appearing in the records of EMPLOYER (in the event of notice given by EMPLOYER to EXECUTIVE), or to such other address as a party may furnish to the other. All notices required under this Agreement will be deemed received only upon actual receipt.

Certain General Definitions. For purposes of this Agreement (and whether or not capitalized or underlined): (i) “applicable law” means each provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, or other official pronouncement of any governmental authority; (ii) “governmental authority” means any legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or body; (iii) “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement, and each defined term referring to a party also refers to each permitted successor or assign of such a party, and when appropriate to effect the binding nature of this Agreement for the benefit of another party any other successor or assign of such a party; and (iv) “person” means any individual, sole proprietorship, partnership, joint venture, corporation, estate, trust, unincorporated organization, association, limited liability company, institution or other entity, including any that is a governmental authority.

Certain Rules of Construction. For purposes of this Agreement: (i) “including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non-exclusive, non-characterizing illustrations; (ii) titles and captions of or in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions; (iii) whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders; and (iv) acknowledging that the parties have participated jointly in the negotiation and drafting of this Agreement, if an ambiguity or question of intent or interpretation arises as to any provision in this Agreement, then the provision will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, by original signature or facsimile, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument which is binding on all the parties, regardless whether all or some of the parties are signatories to the original or to a counterpart.

Supercedes Any Other Employment Agreement. This Agreement supercedes any existing employment agreement or change of control agreement between the EXECUTIVE and EMPLOYER.

Clawback. Notwithstanding anything in this Agreement to the contrary, the EMPLOYER retains the legal right to demand the return of any payments made to the EXECUTIVE under this Agreement (i) to the extent required by applicable law, or by any federal or state regulators of the EMPLOYER, or (ii) to the extent required by the Non-Compete Agreement.

WAIVER OF JURY TRIAL. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NEITHER SUCH PARTY NOR, IN THE CASE OF EMPLOYER, ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) SUCH PARTY MAKES THIS WAVIER VOLUNTARILY.

Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

Non-Disparagement. EMPLOYER and EXECUTIVE agree that upon termination of this Agreement, unless required by law, court order, or a regulatory agency order or directive or in a deposition in a pending court case or agency action, (i) neither EMPLOYER nor its directors, officers, or employees shall disparage the EXECUTIVE or say or do anything that would reasonably be expected to have the effect of diminishing the reputation of the EXECUTIVE and (ii) EXECUTIVE shall not disparage EMPLOYER and shall not say or do anything that would reasonably be expected to have the effect of diminishing the reputation of EMPLOYER or its affiliates, officers, directors, or employees.

Attorney Fees. The parties hereto agree that in the event of litigation involving or arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party in such litigation an amount equal to its attorney fees, court costs, and expenses related to such litigation.

EXECUTIVE:

/s/ J. Myers Jones, III

EMPLOYER:

/s/ Lee M. Moss

EMPLOYER:

/s/ Lee M. Moss

Employment. EMPLOYER hereby employs EXECUTIVE as Chief Financial Officer and EXECUTIVE shall perform the duties of such position as reasonably requested by EMPLOYER’s Board of Directors and as set forth in EMPLOYER’s Bylaws, which may be amended from time to time. EXECUTIVE’s principal office currently will be located in Franklin, Tennessee, subject to such travel as may be reasonably required from time to time to perform EXECUTIVE’s duties. EXECUTIVE shall devote substantially all of his business time, energy, and attention to the business of EMPLOYER during his employment pursuant to this Agreement. Other than as provided herein, EXECUTIVE shall not, during his employment pursuant to this Agreement, engage in any other business activity or occupation for gain, profit, or other pecuniary advantage without the prior written consent of EMPLOYER; provided, however, that such prohibition does not prohibit EXECUTIVE from investing or trading for his own benefit in stocks, bonds, real estate, securities or other forms of investment. Except as expressly provided herein, EXECUTIVE is an employee at will.

Term. The initial term of this Agreement shall commence on the Effective Date and, unless this Agreement is earlier terminated in accordance with its terms, shall end on the date which is the third anniversary of the Effective Date. At the end of this initial term (and the end of any one-year renewal term(s) herein provided for), this Agreement will automatically renew for an additional, successive term of one year, unless EMPLOYER or EXECUTIVE gives the other party written notice of such party’s election to terminate this Agreement as of the end of the initial term (or then-current renewal term) at least 150 days prior to the end of the initial term (or then-current renewal term).

Compensation.

For all of the services rendered to EMPLOYER by EXECUTIVE in any capacity pursuant to this Agreement:

EMPLOYER shall pay to EXECUTIVE a gross salary at the rate of $362,870.00 per year, payable in accordance with EMPLOYER’s payroll practices (“Base Salary”); and

EXECUTIVE is eligible to participate in any employee benefit plans maintained by EMPLOYER and available to other similarly situated employees of EMPLOYER, including insurance benefits.

EMPLOYER will review EXECUTIVE’s Base Salary annually in the normal administration of its compensation program for other executives similarly situated in order to determine whether any adjustment is appropriate; provided that in no event shall EXECUTIVE’s Base Salary be reduced to less than $362,870.00 per year. Any such adjustment shall be in the sole discretion of the EMPLOYER and is not guaranteed.

EXECUTIVE agrees that the Base Salary and the fringe benefits specifically provided for under this Agreement or offered to EMPLOYER’S employees generally or to similarly situated employees (the “Fringe Benefits”) are the only compensation to which EXECUTIVE is entitled for his services as an employee of EMPLOYER.

EXECUTIVE shall be eligible, but not entitled, to receive discretionary annual cash or other incentive payments and restricted stock, stock options, and/or other equity-based awards as authorized by the Board of Directors and the Compensation Committee of the Board of Directors. EXECUTIVE shall also be eligible, but not entitled, to participate in such equity compensation plans as may be approved by the Board of Directors and/or shareholders of EMPLOYER and on such terms as may be authorized by the Board of Directors and/or shareholders, as applicable, in its or their discretion.

Timing of Bonus Payment. EXECUTIVE’s bonus, if any, shall be paid to him after the end of the fiscal year to which it relates, at the time and under the same conditions as other executives of EMPLOYER; provided that any such bonus must be paid to EXECUTIVE not later than April 30 of the year immediately following the fiscal year to which it relates.

EMPLOYER shall reimburse EXECUTIVE for reasonable expenses incurred in the performance of services related to EMPLOYER’s business, subject to EMPLOYER’s expense reimbursement policies.

EXECUTIVE shall be entitled to receive actual mileage reimbursement for use of EXECUTIVE’S automobile pursuant to the policies of EMPLOYER, as such exist from time to time.

EMPLOYER shall pay or reimburse EXECUTIVE for EXECUTIVE’s reasonable legal fees incurred in drafting, preparing, and negotiating this Agreement and the Non-Compete Agreement (as defined below) up to a maximum of $7,500.00. All such payments and reimbursements shall be made not later than 30 days immediately following the Effective Date.

Termination.

EXECUTIVE’s employment under this Agreement may be terminated as follows:

By EXECUTIVE: EXECUTIVE may terminate his employment pursuant to this Agreement either: (a) for Good Reason (as defined below) or (b) at any time and for any reason other than Good Reason upon thirty (30) days’ written notice to EMPLOYER.

By EMPLOYER: EMPLOYER may terminate EXECUTIVE’s employment pursuant to this Agreement either: (a) upon thirty (30) days’ written notice to EXECUTIVE for any reason or for no reason, (b) at any time for Cause (as defined below), or (c) upon thirty (30) days’ written notice to EXECUTIVE in the event of EXECUTIVE’s Disability as defined below.

DEATH: EXECUTIVE’s employment pursuant to this Agreement will automatically terminate upon EXECUTIVE’s death.

“Good Reason” means the satisfaction of all of the following provisions:

Without EXECUTIVE’s prior written consent, one or more of the following occurs: (1) a material breach by EMPLOYER of this Agreement; (2) a decrease (or series of decreases, whether or not related, in the aggregate) in EXECUTIVE’s Base Salary in an amount greater than 10% unless such decrease(s) is/are part of a program affecting all similarly situated employees of EMPLOYER; (3) EMPLOYER’s ceasing to provide EXECUTIVE benefits available to other similarly situated employees of EMPLOYER; (4) EMPLOYER requires EXECUTIVE to relocate EXECUTIVE’s principal place of employment to a location greater than 50 miles from EMPLOYER’s principal place of business at 722 Columbia Avenue, Franklin, Tennessee; or (5) EMPLOYER reduces the EXECUTIVE’s authority, duties or responsibilities of employment to that of a non-executive, non-management level employee (for the purpose of clarity, a change in title or a change in supervisor or reporting authority does not constitute for “Good Reason”).

EXECUTIVE gives written notice to EMPLOYER within thirty (30) days of the occurrence of any of the event(s) listed in Section (4)(b)(i) and EMPLOYER does not cure the issue within thirty (30) days subsequent to its receipt of EXECUTIVE’s written notice.

EXECUTIVE terminates his employment pursuant to this Agreement within thirty (30) days of the expiration of EMPLOYER’s time to cure.

“Cause” means the occurrence of one or more of the following:

A breach of this Agreement by EXECUTIVE which, if curable, continues after written notice by EMPLOYER to EXECUTIVE of the breach and a thirty (30) day opportunity for EXECUTIVE to cure said breach;

Failure by the EXECUTIVE to adhere to any established, written EMPLOYER policy that is applicable to EXECUTIVE after written notice by EMPLOYER to EXECUTIVE of such failure and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s excessive absenteeism, other than for illness or with the consent of the Board of Directors, that continues after written notice by EMPLOYER to EXECUTIVE and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s repeated failure or refusal to perform his employment duties as reasonably and lawfully directed by EMPLOYER which continues after written notice by EMPLOYER to EXECUTIVE and a thirty (30) day opportunity for EXECUTIVE to cure;

Any act by EXECUTIVE that has had or would reasonably be expected to have a material adverse effect on EMPLOYER;

EXECUTIVE’s commission of an act of material dishonesty in connection with EXECUTIVE’s responsibilities as an employee of Employer;

EXECUTIVE’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or crime of moral turpitude; or

EXECUTIVE’s gross misconduct or gross neglect of EXECUTIVE’s duties, which misconduct or neglect is materially injurious to the EMPLOYER.

“Disability” means EXECUTIVE’s physical or mental impairment (whether arising from illness, accident, or otherwise) that both:

Substantially limits, even with EMPLOYER’s reasonable accommodation, EXECUTIVE’s ability to perform the essential functions of his position on a full-time basis, and

At the time the determination is made, is expected to last for a continuous period of at least six calendar months or an aggregate of six calendar months during any continuous twelve calendar month period.

Termination Payments.

If EXECUTIVE’s employment pursuant to this Agreement is terminated:

By EMPLOYER without Cause, or by EXECUTIVE for Good Reason, then (1) EMPLOYER shall pay EXECUTIVE (or, in the event of EXECUTIVE’s death, EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) [a] his Base Salary through the date of termination, [b] a sum equal to two times his then-current Base Salary paid out in twenty-four (24) equal monthly installments, and [c] a sum equal to two times his three-year average annual cash incentive payments, paid out in twenty-four (24) equal monthly installments and (2) all unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), in each case as of the date of termination of EXECUTIVE’s employment, notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

Any payment to EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) under this Section shall be contingent upon EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) signing a reasonable separation and release agreement, releasing (to the extent permitted by applicable law) all claims against EMPLOYER and its Board of Directors, parent company, shareholders, owners, officers, directors, employees, agents, successors and assigns, and insurers, within sixty (60) days of the date of termination, otherwise the payment shall not vest and shall be forfeited.

Any payment owed to EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) under this Section shall commence within thirty (30) days of the expiration of the sixty (60) day period in Section 5(a)(i)(1) if EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) signed the release provided for in Section 5(a)(i)(1) prior to the expiration of said sixty (60) day period; provided, however, that

By EMPLOYER for Cause, or by EXECUTIVE without Good Reason, then EMPLOYER will pay EXECUTIVE his Base Salary through the date of EXECUTIVE’s termination and no other amounts shall be payable.

By death or Disability, then EMPLOYER will pay EXECUTIVE (or, in the case of EXECUTIVE’s death, EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) his Base Salary through the end of the next pay period following EXECUTIVE’s termination for death or Disability. (For the purpose of clarity termination by death or Disability does not entitle the EXECUTIVE to any payments under Section 5(a)(i).) This Section has no effect on any benefits that may be available to EXECUTIVE under any disability policy that may be offered by EMPLOYER. All unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), in each case upon date of EXECUTIVE’s death or separation due to Disability, notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

EXECUTIVE’s accrual of, or participation in plans providing for, Fringe Benefits will cease upon EXECUTIVE’s termination of employment for any reason, and EXECUTIVE will be entitled to vested benefits pursuant to, and only as provided in, such plans or Section 5(a)(i).

Upon EXECUTIVE’s termination or resignation for any reason, EMPLOYER will reimburse any business expenses (as referenced in Section 3(e)) incurred on or before the effective date of such termination or resignation. EXECUTIVE must submit to EMPLOYER any such expense for reimbursement within thirty (30) days of the date of his termination or resignation, and EMPLOYER must pay the reimbursement within thirty (30) days of its receipt of the submittal.

The expiration or termination of the EXECUTIVE’s employment under this Agreement will not terminate or otherwise affect the rights and obligations set forth in Section 9 and its subparts, which will survive expiration or termination as independent obligations.

409A Compliance. This Agreement shall be interpreted, construed, and operated either to be exempt from the provisions of Internal Revenue Code Section 409A (“409A”), as amended or any successor thereto, or, to the extent subject to 409A, to comply with 409A and any regulations and other guidance thereunder. Nothing in this Agreement shall provide a basis for EXECUTIVE to take action against EMPLOYER or any affiliate with

Section 280G.

In the event that any payments or benefits provided or to be provided by EMPLOYER or any affiliate of EMPLOYER to EXECUTIVE or for EXECUTIVE’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (or any successor provision thereto) (“280G”) and would, but for this Section 7, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments the parties will, to the extent practicable and reasonable, take such action and execute such documents as may be necessary to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, and in the event (but only in the event) it is not practicable and reasonable to take such action and execute such documents or it is not reasonably possible to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, then a calculation shall be made comparing (i) the Net Benefit (as defined below) to EXECUTIVE of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to EXECUTIVE if the Covered Payments are reduced to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. The term “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 7 shall be made in a manner determined by EMPLOYER that is consistent with the requirements of 409A.

All determinations and calculations required under this Section 7, including any determination of whether any payments or benefits constitute “parachute payments,” shall be made by an independent accounting firm or independent tax counsel selected by mutual agreement of EMPLOYER and EXECUTIVE (the “Tax Advisor”), and the determinations and calculations of the Tax Advisor shall be conclusive and binding on EMPLOYER and EXECUTIVE for all purposes. For purposes of making the determinations and calculations required by this Section 7, the Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of 280G and Section 4999 of the Internal Revenue Code. EMPLOYER and EXECUTIVE shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request in order to make its determinations and calculations under this Section 7. EMPLOYER shall bear all costs and expenses of the Tax Advisor.

Withholding. All payments under this Agreement shall be subject to applicable tax withholding, and EMPLOYER shall withhold from any payments under this Agreement all federal, state, and local taxes as the EMPLOYER is required to withhold pursuant to applicable law, and shall timely remit such withheld taxes to the appropriate governmental authority. EXECUTIVE shall bear all expenses of, and shall be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.

Confidential Information and Return of Property.

For the purposes of this Agreement, “Confidential Information” means:

All documents and information relating to the business of EMPLOYER, including without limitation technical or nontechnical data, programs, methods, techniques, processes, financial data, financial information, financial plans, financial projections, product plans, personnel data, price lists, and lists of actual or potential customers, that are not generally known to the public or competitors of EMPLOYER, regardless of whether such information is separately protectable at law or in equity as a trade secret.

All non-public information, reports and other written documentation and financial information obtained by EXECUTIVE about any customer of EMPLOYER during EXECUTIVE’s tenure with EMPLOYER.

For purposes of this Section, “termination of EXECUTIVE’s employment” and any similar phrase shall mean termination or cessation of EXECUTIVE’s employment with EMPLOYER for any reason whatsoever, regardless of whether the termination of employment is instituted by EXECUTIVE or EMPLOYER and regardless of whether the termination is for Cause or with Good Reason or as a result of Disability or death.

EXECUTIVE agrees that he will not, other than in performance of his duties for the EMPLOYER, disclose or divulge to any other person or entity, or use or exploit

EXECUTIVE acknowledges and agrees that EMPLOYER has developed its Confidential Information through great effort, time, and expense and has taken reasonable steps to maintain the confidentiality of such information. EXECUTIVE acknowledges and agrees that EMPLOYER’s Confidential Information is necessary for EMPLOYER to compete with its competitors, has value to EMPLOYER, and is not generally known to the public or competitors of EMPLOYER.

EXECUTIVE further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any other rights or remedies that EMPLOYER may have available pursuant to the laws of the State of Tennessee to prevent the disclosure of trade secrets or other confidential or proprietary information, including but not limited to the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47–25–1701, et. seq.

At the time of EXECUTIVE’s termination or upon demand by EMPLOYER (whichever is sooner), EXECUTIVE shall promptly turn over to EMPLOYER all files, documents, business records, and computer programs of EMPLOYER; any lists of customers and/or prospective customers; promotional materials and reports; employee, independent contractor, and potential employee or independent contractor names and addresses; marketing information; contracts with customers, subcontractors, and others; customer correspondence; resumes of existing and potential employees and independent contractors; customer bids and proposals; books and records of EMPLOYER or EMPLOYER customer; customer systems documentation; information concerning talents and capabilities of customer personnel; other Confidential Information not listed herein; any other records, documents, and writings of any kind whatsoever of EMPLOYER or any EMPLOYER customer obtained during the course of EXECUTIVE’s employment; and all assets and property of any kind whatsoever that belong to EMPLOYER or any EMPLOYER customer. Further, EXECUTIVE shall not copy or record in any manner whatsoever the information contained in the foregoing materials, shall not erase or destroy the information contained in the foregoing materials, and shall turn over to EMPLOYER all copies or recordings of any kind whatsoever containing information derived directly or indirectly from the aforementioned materials.

Defend Trade Secrets Act of 2016 Notice. EXECUTIVE is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document

Corporate Opportunity. During EXECUTIVE’s employment, EXECUTIVE shall submit to EMPLOYER all business, commercial and investment opportunities or offers presented to EXECUTIVE or of which EXECUTIVE becomes aware which relate to EMPLOYER’s business any time during EXECUTIVE’s employment (“Corporate Opportunities”). Unless approved by EMPLOYER, EXECUTIVE shall not accept or pursue, directly or indirectly, any Corporate Opportunities on EXECUTIVE’s own behalf or on behalf of any third party.

Vesting of Equity Awards Upon Change In Control. In the event of a Change In Control (as such term is defined in the Franklin Financial Network, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan), all unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall immediately and automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

Forum Selection. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively in a federal district court located in the Middle District of Tennessee, Nashville division or, if its subject matter jurisdiction requirements are not met, the state courts located in or for Williamson County, Tennessee. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts and waives its rights to bring any action or proceeding against the other party except in such courts.

Governing Law. This Agreement, and the application or interpretation of this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles.

Remedies. In addition to all of the remedies otherwise available to EMPLOYER, including recovery from EXECUTIVE of monetary damages, EMPLOYER shall have the right to seek injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement and the right to seek other equitable relief including an equitable account of earnings, profits and other benefits. All of EMPLOYER’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. EXECUTIVE agrees and consents that EMPLOYER shall be entitled to injunctive relief, both preliminary and permanent, without bond or other security.

Entire Agreement. This Agreement and the Non-Compete and Non-Solicitation Agreement between EMPLOYER and EXECUTIVE of even date herewith (the “Non-Compete Agreement”) constitute the entire agreement between EMPLOYER and EXECUTIVE with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous oral or written agreements concerning EXECUTIVE’s employment with EMPLOYER.

Modification. This Agreement may not be modified or amended except by a written instrument setting forth such modification or amendment which is signed by the parties and specifically states that it modifies or amends this Agreement.

Non-Waiver. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

Severability. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

Assignment; Binding Nature. EXECUTIVE may not assign, transfer, or delegate any of EXECUTIVE’s rights or obligations under this Agreement except with the prior written consent of EMPLOYER. EMPLOYER may not assign, transfer, or delegate any of EMPLOYER’s rights or obligations under this Agreement without the prior written consent of EXECUTIVE, except only that EMPLOYER may, without the consent of EXECUTIVE, assign, transfer, or delegate EMPLOYER’s rights or obligations under this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of EMPLOYER. This Agreement is binding upon each of the parties and his/its legal representatives, heirs, devisees, legatees, or other successors and assigns, and inures to the benefit of each of the parties and his/its permitted legal representatives, heirs, devisees, legatees, or other permitted successors and assigns (and thus a non-permitted successor or assign acquires no rights from the purported assignment).

Miscellaneous.

Representation by Counsel. EXECUTIVE represents and warrants that he has been advised by EMPLOYER to retain legal counsel in connection with the preparation, negotiation, and execution of this Agreement, and that he has had adequate opportunity to do so.

Notices. Any notice required under this Agreement (including notices relating to EXECUTIVE’s termination or resignation and notices of breaches or potential breaches of this Agreement) must be in writing and must be given either in person or by nationally recognized next business day delivery service electing, and being timely delivered for, next day business service, postage and any other costs prepaid, to the address of EMPLOYER as set forth below its signature line on the signature

Certain General Definitions. For purposes of this Agreement (and whether or not capitalized or underlined): (i) “applicable law” means each provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, or other official pronouncement of any governmental authority; (ii) “governmental authority” means any legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or body; (iii) “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement, and each defined term referring to a party also refers to each permitted successor or assign of such a party, and when appropriate to effect the binding nature of this Agreement for the benefit of another party any other successor or assign of such a party; and (iv) “person” means any individual, sole proprietorship, partnership, joint venture, corporation, estate, trust, unincorporated organization, association, limited liability company, institution or other entity, including any that is a governmental authority.

Certain Rules of Construction. For purposes of this Agreement: (i) “including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non-exclusive, non-characterizing illustrations; (ii) titles and captions of or in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions; (iii) whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders; and (iv) acknowledging that the parties have participated jointly in the negotiation and drafting of this Agreement, if an ambiguity or question of intent or interpretation arises as to any provision in this Agreement, then the provision will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, by original signature or facsimile, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument which is binding on all the parties, regardless whether all or some of the parties are signatories to the original or to a counterpart.

Supercedes Any Other Employment Agreement. This Agreement supercedes any existing employment agreement or change of control agreement between the EXECUTIVE and EMPLOYER.

Clawback. Notwithstanding anything in this Agreement to the contrary, the EMPLOYER retains the legal right to demand the return of any payments made to the EXECUTIVE under this Agreement (i) to the extent required by applicable law, or by any federal or state regulators of the EMPLOYER, or (ii) to the extent required by the Non-Compete Agreement.

WAIVER OF JURY TRIAL. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NEITHER SUCH PARTY NOR, IN THE CASE OF EMPLOYER, ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) SUCH PARTY MAKES THIS WAVIER VOLUNTARILY.

Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

Non-Disparagement. EMPLOYER and EXECUTIVE agree that upon termination of this Agreement, unless required by law, court order, or a regulatory agency order or directive or in a deposition in a pending court case or agency action, (i) neither EMPLOYER nor its directors, officers, or employees shall disparage the EXECUTIVE or say or do anything that would reasonably be expected to have the effect of diminishing the reputation of the EXECUTIVE and (ii) EXECUTIVE shall not disparage EMPLOYER and shall not say or do anything that would reasonably be expected to have the effect of diminishing the reputation of EMPLOYER or its affiliates, officers, directors, or employees.

EXECUTIVE:

/s/ CHRISTOPHER J. BLACK

EMPLOYER:

/s/ J. Myers Jones, III

EMPLOYER:

/s/ J. Myers Jones, III

Employment. EMPLOYER hereby employs EXECUTIVE as Chief Lending Officer, Williamson County President, and Executive Vice President, and EXECUTIVE shall perform the duties of such position as reasonably requested from time to time by EMPLOYER’s Chief Executive Officer. EXECUTIVE’s principal office currently will be located in Franklin, Tennessee, subject to such travel as may be reasonably required from time to time to perform EXECUTIVE’s duties. EXECUTIVE shall devote substantially all of his business time, energy, and attention to the business of EMPLOYER during his employment pursuant to this Agreement. Other than as provided herein, EXECUTIVE shall not, during his employment pursuant to this Agreement, engage in any other business activity or occupation for gain, profit, or other pecuniary advantage without the prior written consent of EMPLOYER; provided, however, that such prohibition does not prohibit EXECUTIVE from investing or trading for his own benefit in stocks, bonds, real estate, securities or other forms of investment. Except as expressly provided herein, EXECUTIVE is an employee at will.

Term. The initial term of this Agreement shall commence on the Effective Date and, unless this Agreement is earlier terminated in accordance with its terms, shall end on the date which is the third anniversary of the Effective Date. At the end of this initial term (and the end of any one-year renewal term(s) herein provided for), this Agreement will automatically renew for an additional, successive term of one year, unless EMPLOYER or EXECUTIVE gives the other party written notice of such party’s election to terminate this Agreement as of the end of the initial term (or then-current renewal term) at least 150 days prior to the end of the initial term (or then-current renewal term).

Compensation.

For all of the services rendered to EMPLOYER by EXECUTIVE in any capacity pursuant to this Agreement:

EMPLOYER shall pay to EXECUTIVE a gross salary at the rate of $360,133.00 per year, payable in accordance with EMPLOYER’s payroll practices (“Base Salary”); and

EXECUTIVE is eligible to participate in any employee benefit plans maintained by EMPLOYER and available to other similarly situated employees of EMPLOYER, including insurance benefits.

EMPLOYER will review EXECUTIVE’s Base Salary annually in the normal administration of its compensation program for other executives similarly situated in order to determine whether any adjustment is appropriate; provided that in no event shall EXECUTIVE’s Base Salary be reduced to less than $360,133.00 per year. Any such adjustment shall be in the sole discretion of the EMPLOYER and is not guaranteed.

EXECUTIVE agrees that the Base Salary and the fringe benefits specifically provided for under this Agreement or offered to EMPLOYER’s employees generally or to similarly situated employees (the “Fringe Benefits”) are the only compensation to which EXECUTIVE is entitled for his services as an employee of EMPLOYER.

EXECUTIVE shall be eligible, but not entitled, to receive discretionary annual cash or other incentive payments and restricted stock, stock options, and/or other equity-based awards as authorized by the Board of Directors and the Compensation Committee of the Board of Directors. EXECUTIVE shall also be eligible, but not entitled, to participate in such equity compensation plans as may be approved by the Board of Directors and/or shareholders of EMPLOYER and on such terms as may be authorized by the Board of Directors and/or shareholders, as applicable, in its or their discretion.

Timing of Bonus Payment. EXECUTIVE’s bonus, if any, shall be paid to him after the end of the fiscal year to which it relates, at the time and under the same conditions as other executives of EMPLOYER; provided that any such bonus must be paid to EXECUTIVE not later than April 30 of the year immediately following the fiscal year to which it relates.

EMPLOYER shall reimburse EXECUTIVE for reasonable expenses incurred in the performance of services related to EMPLOYER’s business, subject to EMPLOYER’s expense reimbursement policies.

EXECUTIVE shall be entitled to receive actual mileage reimbursement for use of EXECUTIVE’S automobile pursuant to the policies of EMPLOYER, as such exist from time to time.

EXECUTIVE shall be entitled to discretionary paid time off for similarly situated employees.

Termination.

EXECUTIVE’s employment under this Agreement may be terminated as follows:

By EXECUTIVE: EXECUTIVE may terminate his employment pursuant to this Agreement either: (a) for Good Reason (as defined below) or (b) at any time and for any reason other than Good Reason upon thirty (30) days’ written notice to EMPLOYER.

By EMPLOYER: EMPLOYER may terminate EXECUTIVE’s employment pursuant to this Agreement either: (a) upon thirty (30) days’ written notice to EXECUTIVE for any reason or for no reason, (b) at any time for Cause (as defined below), or (c) upon thirty (30) days’ written notice to EXECUTIVE in the event of EXECUTIVE’s Disability as defined below.

DEATH: EXECUTIVE’s employment pursuant to this Agreement will automatically terminate upon EXECUTIVE’s death.

“Good Reason” means the satisfaction of all of the following provisions:

Without EXECUTIVE’s prior written consent, one or more of the following occurs: (1) a material breach by EMPLOYER of this Agreement; (2) a decrease (or series of decreases, whether or not related, in the aggregate) in EXECUTIVE’s Base Salary in an amount greater than 10% unless such decrease(s) is/are part of a program affecting all similarly situated employees of EMPLOYER; (3) EMPLOYER’s ceasing to provide EXECUTIVE benefits available to other similarly situated employees of EMPLOYER; (4) EMPLOYER requires EXECUTIVE to relocate EXECUTIVE’s principal place of employment to a location greater than 50 miles from EMPLOYER’s principal place of business at 722 Columbia Avenue, Franklin, Tennessee; or (5) EMPLOYER reduces the EXECUTIVE’s authority, duties or responsibilities of employment to that of a non-executive, non-management level employee (for the purpose of clarity, a change in title or a change in supervisor or reporting authority does not constitute for “Good Reason”).

EXECUTIVE gives written notice to EMPLOYER within thirty (30) days of the occurrence of any of the event(s) listed in Section (4)(b)(i) and EMPLOYER does not cure the issue within thirty (30) days subsequent to its receipt of EXECUTIVE’s written notice.

EXECUTIVE terminates his employment pursuant to this Agreement within thirty (30) days of the expiration of EMPLOYER’s time to cure.

“Cause” means the occurrence of one or more of the following:

A breach of this Agreement by EXECUTIVE which, if curable, continues after written notice by EMPLOYER to EXECUTIVE of the breach and a thirty (30) day opportunity for EXECUTIVE to cure said breach;

Failure by the EXECUTIVE to adhere to any established, written EMPLOYER policy that is applicable to EXECUTIVE after written notice by EMPLOYER to EXECUTIVE of such failure and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s excessive absenteeism, other than for illness or with the consent of the Board of Directors, that continues after written notice by EMPLOYER to EXECUTIVE and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s repeated failure or refusal to perform his employment duties as reasonably and lawfully directed by EMPLOYER which continues after written notice by EMPLOYER to EXECUTIVE and a thirty (30) day opportunity for EXECUTIVE to cure;

EXECUTIVE’s commission of an act of material dishonesty in connection with EXECUTIVE’s responsibilities as an employee of Employer;

EXECUTIVE’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or crime of moral turpitude; or

EXECUTIVE’s gross misconduct or gross neglect of EXECUTIVE’s duties, which misconduct or neglect is materially injurious to the EMPLOYER.

“Disability” means EXECUTIVE’s physical or mental impairment (whether arising from illness, accident, or otherwise) that both:

Substantially limits, even with EMPLOYER’s reasonable accommodation, EXECUTIVE’s ability to perform the essential functions of his position on a full-time basis, and

At the time the determination is made, is expected to last for a continuous period of at least six calendar months or an aggregate of six calendar months during any continuous twelve calendar month period.

Termination Payments.

If EXECUTIVE’s employment pursuant to this Agreement is terminated:

By EMPLOYER without Cause, or by EXECUTIVE for Good Reason, then (1) EMPLOYER shall pay EXECUTIVE (or, in the event of EXECUTIVE’s death, EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) [a] his Base Salary through the date of termination, [b] a sum equal to two times his then-current Base Salary paid out in twenty-four (24) equal monthly installments, and [c] a sum equal to two times his three-year average annual cash incentive payments, paid out in twenty-four (24) equal monthly installments and (2) all unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), in each case as of the date of termination of EXECUTIVE’s employment, notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

Any payment to EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) under this Section shall be contingent upon EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) and EMPLOYER signing a mutually reasonable separation and release agreement, releasing (to the extent permitted by applicable law): (a) in the case of the EXECUTIVE any and all claims against EMPLOYER and its Board of Directors, parent company, shareholders, owners, officers, directors, employees, agents, successors and assigns, and insurers, and (b) in the case of the EMPLOYER, any and all known claims against EXECUTIVE, which mutual release agreement must be executed within sixty (60) days of the date of termination, otherwise the payment shall not vest and shall be forfeited.

Any payment owed to EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) under this Section shall commence within thirty (30) days of the expiration of the sixty (60) day period in Section 5(a)(i)(1) if EXECUTIVE (or EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) signed the release provided for in Section 5(a)(i)(1) prior to the expiration of said sixty (60) day period; provided, however, that if such thirty (30) day period begins in one taxable year and ends in the next year, payments shall not in any event commence until January 1 of the second year.

By EMPLOYER for Cause, or by EXECUTIVE without Good Reason, then EMPLOYER will pay EXECUTIVE his Base Salary through the date of EXECUTIVE’s termination and no other amounts shall be payable.

By death or Disability, then EMPLOYER will pay EXECUTIVE (or, in the case of EXECUTIVE’s death, EXECUTIVE’s estate, heirs, or designated beneficiaries, as the case may be) his Base Salary through the end of the next pay period following EXECUTIVE’s termination for death or Disability. (For the purpose of clarity termination by death or Disability does not entitle the EXECUTIVE to any payments under Section 5(a)(i).) This Section has no effect on any benefits that may be available to EXECUTIVE under any disability policy that may be offered by EMPLOYER. All unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), in each case upon date of EXECUTIVE’s death or separation due to Disability, notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

EXECUTIVE’s accrual of, or participation in plans providing for, Fringe Benefits will cease upon EXECUTIVE’s termination of employment for any reason, and EXECUTIVE will be entitled to vested benefits pursuant to, and only as provided in, such plans or Section 5(a)(i).

Upon EXECUTIVE’s termination or resignation for any reason, EMPLOYER will reimburse any business expenses (as referenced in Section 3(e)) incurred on or before the effective date of such termination or resignation. EXECUTIVE must submit to EMPLOYER any such expense for reimbursement within thirty (30) days of the date of his termination or resignation, and EMPLOYER must pay the reimbursement within thirty (30) days of its receipt of the submittal.

The expiration or termination of the EXECUTIVE’s employment under this Agreement will not terminate or otherwise affect the rights and obligations set forth in Section 9 and its subparts, which will survive expiration or termination as independent obligations.

409A Compliance. This Agreement shall be interpreted, construed, and operated either to be exempt from the provisions of Internal Revenue Code Section 409A (“409A”), as amended or any successor thereto, or, to the extent subject to 409A, to comply with 409A and any regulations and other guidance thereunder. Nothing in this Agreement shall provide a basis for EXECUTIVE to take action against EMPLOYER or any affiliate with respect to matters covered by 409A, and in no event shall the EMPLOYER or any of its affiliates be liable for any tax, interest, or penalties that may be imposed under 409A or any damages for failing to comply with 409A. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of 409A. References to

Section 280G.

In the event that any payments or benefits provided or to be provided by EMPLOYER or any affiliate of EMPLOYER to EXECUTIVE or for EXECUTIVE’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (or any successor provision thereto) (“280G”) and would, but for this Section 7, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments the parties will, to the extent practicable and reasonable, take such action and execute such documents as may be necessary to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, and in the event (but only in the event) it is not practicable and reasonable to take such action and execute such documents or it is not reasonably possible to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, then a calculation shall be made comparing (i) the Net Benefit (as defined below) to EXECUTIVE of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to EXECUTIVE if the Covered Payments are reduced to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under clause (i) above is less than the amount calculated under clause (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. The term “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 7 shall be made in a manner determined by EMPLOYER that is consistent with the requirements of 409A.

All determinations and calculations required under this Section 7, including any determination of whether any payments or benefits constitute “parachute payments,” shall be made by an independent accounting firm or independent tax counsel selected by mutual agreement of EMPLOYER and EXECUTIVE (the “Tax

Withholding. All payments under this Agreement shall be subject to applicable tax withholding, and EMPLOYER shall withhold from any payments under this Agreement all federal, state, and local taxes as the EMPLOYER is required to withhold pursuant to applicable law, and shall timely remit such withheld taxes to the appropriate governmental authority. EXECUTIVE shall bear all expenses of, and shall be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.

Confidential Information and Return of Property.

For the purposes of this Agreement, “Confidential Information” means:

All documents and information relating to the business of EMPLOYER, including without limitation technical or nontechnical data, programs, methods, techniques, processes, financial data, financial information, financial plans, financial projections, product plans, personnel data, price lists, and lists of actual or potential customers, that are not generally known to the public or competitors of EMPLOYER, regardless of whether such information is separately protectable at law or in equity as a trade secret.

All non-public information, reports and other written documentation and financial information obtained by EXECUTIVE about any customer of EMPLOYER during EXECUTIVE’s tenure with EMPLOYER.

For purposes of this Section, “termination of EXECUTIVE’s employment” and any similar phrase shall mean termination or cessation of EXECUTIVE’s employment with EMPLOYER for any reason whatsoever, regardless of whether the termination of employment is instituted by EXECUTIVE or EMPLOYER and regardless of whether the termination is for Cause or with Good Reason or as a result of Disability or death.

EXECUTIVE agrees that he will not, other than in performance of his duties for the EMPLOYER, disclose or divulge to any other person or entity, or use or exploit for his own benefit or for the benefit of any other person or entity, any Confidential Information of EMPLOYER for so long as such Confidential Information remains confidential. This prohibition shall apply both during EXECUTIVE’s employment and after termination of that employment, but only so long as such Confidential Information remains confidential.

EXECUTIVE acknowledges and agrees that EMPLOYER has developed its Confidential Information through great effort, time, and expense and has taken reasonable steps to maintain the confidentiality of such information. EXECUTIVE acknowledges and agrees that EMPLOYER’s Confidential Information is necessary for EMPLOYER to compete with its competitors, has value to EMPLOYER, and is not generally known to the public or competitors of EMPLOYER.

EXECUTIVE further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any other rights or remedies that EMPLOYER may have available pursuant to the laws of the State of Tennessee to prevent the disclosure of trade secrets or other confidential or proprietary information, including but not limited to the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47–25–1701, et. seq.

At the time of EXECUTIVE’s termination or upon demand by EMPLOYER (whichever is sooner), EXECUTIVE shall promptly turn over to EMPLOYER all files, documents, business records, and computer programs of EMPLOYER; any lists of customers and/or prospective customers; promotional materials and reports; employee, independent contractor, and potential employee or independent contractor names and addresses; marketing information; contracts with customers, subcontractors, and others; customer correspondence; resumes of existing and potential employees and independent contractors; customer bids and proposals; books and records of EMPLOYER or EMPLOYER customer; customer systems documentation; information concerning talents and capabilities of customer personnel; other Confidential Information not listed herein; any other records, documents, and writings of any kind whatsoever of EMPLOYER or any EMPLOYER customer obtained during the course of EXECUTIVE’s employment; and all assets and property of any kind whatsoever that belong to EMPLOYER or any EMPLOYER customer. Further, EXECUTIVE shall not copy or record in any manner whatsoever the information contained in the foregoing materials, shall not erase or destroy the information contained in the foregoing materials, and shall turn over to EMPLOYER all copies or recordings of any kind whatsoever containing information derived directly or indirectly from the aforementioned materials.

Defend Trade Secrets Act of 2016 Notice. EXECUTIVE is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. EXECUTIVE is further notified that if EXECUTIVE files a lawsuit for retaliation by EMPLOYER for reporting a suspected violation of law, EXECUTIVE may disclose EMPLOYER’s trade secrets to

Corporate Opportunity. During EXECUTIVE’s employment, EXECUTIVE shall submit to EMPLOYER all business, commercial and investment opportunities or offers presented to EXECUTIVE which relate to EMPLOYER’s business any time during EXECUTIVE’s employment (“Corporate Opportunities”). Unless approved by EMPLOYER, EXECUTIVE shall not accept or pursue, directly or indirectly, any Corporate Opportunities on EXECUTIVE’s own behalf or on behalf of any third party.

Vesting of Equity Awards Upon Change In Control. In the event of a Change In Control (as such term is defined in the Franklin Financial Network, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan), all unearned and/or unvested stock options, restricted stock, and other equity awards granted by EMPLOYER to EXECUTIVE shall immediately and automatically become earned in full (to the extent not already earned) and/or shall automatically vest in full (to the extent not already vested), notwithstanding any earning and/or vesting metrics, schedules, or provisions in any other agreement or plan evidencing, governing, or related to such stock options, restricted stock, or other equity awards.

Forum Selection. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively in a federal district court located in the Middle District of Tennessee, Nashville division or, if its subject matter jurisdiction requirements are not met, the state courts located in or for Williamson County, Tennessee. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts and waives its rights to bring any action or proceeding against the other party except in such courts.

Governing Law. This Agreement, and the application or interpretation of this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles.

Remedies. In addition to all of the remedies otherwise available to EMPLOYER, including recovery from EXECUTIVE of monetary damages, EMPLOYER shall have the right to seek injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement and the right to seek other equitable relief All of EMPLOYER’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. EXECUTIVE agrees and consents that EMPLOYER shall be entitled to injunctive relief, both preliminary and permanent, without bond or other security.

Entire Agreement. This Agreement and the Non-Compete and Non-Solicitation Agreement between EMPLOYER and EXECUTIVE of even date herewith (the “Non-Compete Agreement”) constitute the entire agreement between EMPLOYER and EXECUTIVE with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous oral or written agreements concerning EXECUTIVE’s employment with EMPLOYER.

Modification. This Agreement may not be modified or amended except by a written instrument setting forth such modification or amendment which is signed by the parties and specifically states that it modifies or amends this Agreement.

Non-Waiver. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

Severability. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

Assignment; Binding Nature. EXECUTIVE may not assign, transfer, or delegate any of EXECUTIVE’s rights or obligations under this Agreement except with the prior written consent of EMPLOYER. EMPLOYER may not assign, transfer, or delegate any of EMPLOYER’s rights or obligations under this Agreement without the prior written consent of EXECUTIVE, except only that EMPLOYER may, without the consent of EXECUTIVE, assign, transfer, or delegate EMPLOYER’s rights or obligations under this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of EMPLOYER. This Agreement is binding upon each of the parties and his/its legal representatives, heirs, devisees, legatees, or other successors and assigns, and inures to the benefit of each of the parties and his/its permitted legal representatives, heirs, devisees, legatees, or other permitted successors and assigns (and thus a non-permitted successor or assign acquires no rights from the purported assignment).

Miscellaneous.

Representation by Counsel. EXECUTIVE represents and warrants that he has been advised by EMPLOYER to retain legal counsel in connection with the preparation, negotiation, and execution of this Agreement, and that he has had adequate opportunity to do so.

Notices. Any notice required under this Agreement (including notices relating to EXECUTIVE’s termination or resignation and notices of breaches or potential breaches of this Agreement) must be in writing and must be given either in person or by nationally recognized next business day delivery service electing, and being timely delivered for, next day business service, postage and any other costs prepaid, to the address of EMPLOYER as set forth below its signature line on the signature page to this Agreement (in the event of notice given by EXECUTIVE to EMPLOYER) or to the most recent mailing address for EXECUTIVE appearing in the records of EMPLOYER (in the event of notice given by EMPLOYER to EXECUTIVE), or to such other address as a party may furnish to the other. All notices required under this Agreement will be deemed received only upon actual receipt.

Certain General Definitions. For purposes of this Agreement (and whether or not capitalized or underlined): (i) “applicable law” means each provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, or other official pronouncement of any governmental authority; (ii) “governmental authority” means any legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or body; (iii) “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement, and each defined term referring to a party also refers to each permitted successor or assign of such a party, and when appropriate to effect the binding nature of this Agreement for the benefit of another party any other successor or assign of such a party; and (iv) “person” means any individual, sole proprietorship, partnership, joint venture, corporation, estate, trust, unincorporated organization, association, limited liability company, institution or other entity, including any that is a governmental authority.

Certain Rules of Construction. For purposes of this Agreement: (i) “including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non-exclusive, non-characterizing illustrations; (ii) titles and captions of or in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions; (iii) whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders; and (iv) acknowledging that the parties have participated jointly in the negotiation and drafting of this Agreement, if an ambiguity or question of intent or interpretation arises as to any provision in this Agreement, then the provision will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, by original signature or facsimile, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument which is binding on all the parties, regardless whether all or some of the parties are signatories to the original or to a counterpart.

Supercedes Any Other Employment Agreement. This Agreement supercedes any existing employment agreement or change of control agreement between the EXECUTIVE and EMPLOYER.

Clawback. Notwithstanding anything in this Agreement to the contrary, the EMPLOYER retains the legal right to demand the return of any payments made to the EXECUTIVE under this Agreement (i) to the extent required by applicable law, or by any federal or state regulators of the EMPLOYER, or (ii) to the extent required by the Non-Compete Agreement.

WAIVER OF JURY TRIAL. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NEITHER SUCH PARTY NOR, IN THE CASE OF EMPLOYER, ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) SUCH PARTY MAKES THIS WAVIER VOLUNTARILY.

Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

Non-Disparagement. EMPLOYER and EXECUTIVE agree that upon termination of this Agreement, unless required by law, court order, or a regulatory agency order or directive or in a deposition in a pending court case or agency action, (i) neither EMPLOYER nor its directors, officers, or employees shall disparage the EXECUTIVE or say or do anything that would reasonably be expected to have the effect of diminishing the reputation of the EXECUTIVE and (ii) EXECUTIVE shall not disparage EMPLOYER and shall not say or do anything that would reasonably be expected to have the effect of diminishing the reputation of EMPLOYER or its affiliates, officers, directors, or employees.

Attorney Fees. The parties hereto agree that in the event of litigation involving or arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party in such litigation an amount equal to its attorney fees, court costs, and expenses related to such litigation.

EXECUTIVE:

/s/ David J. McDaniel, IV

EMPLOYER:

/s/ J. Myers Jones, III

Simultaneously with the parties’ execution of this Agreement, EMPLOYER and EXECUTIVE are entering into an Employment Agreement of even date herewith (the “Employment Agreement”).

A condition of EMPLOYER’s willingness to enter into the Employment Agreement with EXECUTIVE is the execution by EXECUTIVE of this Agreement.

Restrictive Covenants.

EXECUTIVE acknowledges and represents that, in the absence of non-competition and non-solicitation covenants, EXECUTIVE would have an unfair advantage in competing with EMPLOYER. EXECUTIVE further acknowledges and represents that EMPLOYER has provided EXECUTIVE access to trade secrets and Confidential Information, and that EXECUTIVE will have repeated contacts with EMPLOYER’s customers during the performance of his/her job duties so that EMPLOYER’s customers will tend to associate EXECUTIVE with EMPLOYER’s business.

For purposes of this Section 1, “termination of EXECUTIVE’s employment” and any similar phrase shall mean termination or cessation of EXECUTIVE’s employment with EMPLOYER for any reason whatsoever, regardless of whether the termination of employment is instituted by EXECUTIVE or EMPLOYER, including for all reasons set forth in the Employment Agreement, and regardless of whether the termination is for Cause or with Good Reason, as such terms are defined in the Employment Agreement.

EXECUTIVE hereby agrees to the following “Restrictive Covenants”:

Non-Solicitation of Customers. During EXECUTIVE’s employment with EMPLOYER (other than in connection with the performance of EXECUTIVE’s job duties for EMPLOYER) and for a period of twelve (12) months after termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, solicit or attempt to solicit the business of any customer or actively sought prospective customer of EMPLOYER with whom or which EXECUTIVE had material contact during the last twelve (12) months of employment (if less than twelve (12) months, then for purposes of this section, the entire period during which EXECUTIVE was employed by EMPLOYER) for purposes of providing products or services that are competitive with those provided by EMPLOYER. For purposes of the preceding sentence, “material contact” shall mean contact with a customer or actively sought prospective customer (i) with whom or which EXECUTIVE dealt directly on behalf of EMPLOYER; (ii) whose dealings with EMPLOYER were directly coordinated or directly supervised by EXECUTIVE; (iii) about whom EXECUTIVE obtained confidential information in the ordinary course of business as a result of EXECUTIVE’s association with EMPLOYER; or (iv) who received products or services authorized by the EXECUTIVE on behalf of the EMPLOYER, the sale or provision of which directly results or resulted in compensation, commissions, or earnings for EXECUTIVE (for the avoidance of doubt, EXECUTIVE’s participation in or receipt of compensation or benefits under any cash or equity bonus, incentive, or other plan, program, or arrangement shall not result in a finding of “material contact”).

Non-solicitation of Personnel. During EXECUTIVE’s employment with EMPLOYER and for a period of twelve (12) months after termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, recruit, solicit, induce, or influence any person who is engaged as an employee or independent contractor of EMPLOYER to terminate his/her employment or engagement with EMPLOYER. The prohibition contained in this section is limited to employees and independent contractors of EMPLOYER with whom EXECUTIVE had material contact during the EXECUTIVE’s employment with EMPLOYER. EMPLOYER understands that EXECUTIVE shall not be deemed in violation of this provision solely because any person contacts the EXECUTIVE on their own (i.e. without encouragement from the EXECUTIVE).

In-Term Non-Competition. During EXECUTIVE’s employment with EMPLOYER, EXECUTIVE shall not, directly or indirectly, with or without compensation, own, manage, operate, control,

Post-Term Non-Competition. In addition to the restrictions set forth above, for a period of twelve (12) months following termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, (i) own or control, or participate in the ownership or control of, any entity that competes with EMPLOYER in the Restricted Business (as defined below) anywhere in the Restricted Territory (as defined below); (ii) anywhere in the Restricted Territory, operate, render advice to, or be employed or retained as an officer, director, executive, manager, independent contractor, agent, or consultant by any person that engages in the Restricted Business in the same or a similar capacity as to which EXECUTIVE rendered services for EMPLOYER.

Definitions; Scope of Restrictive Covenants.

For purposes of this Agreement, the term “Restricted Business” means the business of commercial and/or mortgage banking.

For purposes of this Agreement, the term “Restricted Territory” means any county within fifty (50) miles of the main headquarters of Franklin Synergy Bank located at 722 Columbia Avenue, Franklin, Tennessee. Alternatively, the term “Restricted Territory” shall mean such area as a court in enforcing this section shall determine is reasonable under the circumstances.

Nothing in this Agreement shall be deemed to prevent EXECUTIVE from (i) purchasing or owning, directly or beneficially, as a passive investment, less than five percent (5%) of any class of the publicly traded securities of any corporation or other entity, or (ii) accepting employment with a competing enterprise whose business is diversified and where the part of its business in which EXECUTIVE is to become employed does not compete with EMPLOYER in the Restricted Business.

EXECUTIVE acknowledges and represents that the foregoing Restrictive Covenants will not prevent EXECUTIVE from obtaining gainful, lucrative, and desirable employment in the future in EXECUTIVE’s field of expertise or cause EXECUTIVE undue

If any court determines that any of the Restrictive Covenants, or any parts thereof, are invalid or unenforceable, the other covenants and the remainder of any of the covenants so impaired shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the covenants, or any parts thereof, are unenforceable in scope, such court shall have the power to reform the relevant restriction to be reasonable and enforceable.

In the event that EXECUTIVE breaches any of the Restrictive Covenants and a court of competent jurisdiction does not find that the breached covenant(s) are unenforceable, the restricted period for the breached covenant(s) shall, to the extent allowable under Tennessee law, be tolled during, and therefore extended by, the period of such breach.

Remedies. EXECUTIVE acknowledges and represents that a breach of any of the foregoing Restrictive Covenants would cause EMPLOYER irreparable harm and that the remedies at law for EXECUTIVE’s breach of any of the Restrictive Covenants may be inadequate. EXECUTIVE agrees that in the event of a violation of any of the Restrictive Covenants, in addition to any and all legal and equitable remedies that may be available, the Restrictive Covenants may be enforced by an injunction without the necessity of proving actual damages and an injunction may be sought and granted immediately upon the commencement of any suit; provided, that, EMPLOYER shall provide EXECUTIVE with ten (10) days prior written notice before seeking an injunction.

Payment.

In consideration of the EXECUTIVE’s covenant not to compete as set forth herein and subject to the limitations outlined in subparts (b) and (c) below, upon EXECUTIVE’s termination of employment with the EMPLOYER for any reason, the EMPLOYER shall pay to the EXECUTIVE an amount equal to the aggregate of one (1) times the annual rate of the EXECUTIVE’s base salary then being paid to the EXECUTIVE plus one (1) times the average of the past three (3) years’ cash incentive bonus pay, which aggregate amount shall be paid in twelve (12) equal monthly payments beginning on the first (1^st) day of the month next following the EXECUTIVE’s termination of employment.

If, when the termination of EXECUTIVE’s employment occurs, the EXECUTIVE is a specified employee within the meaning of Section 409A of the Internal Revenue Code (the “Code”), and if the payment under subpart (a) above would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six (6) month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, the payments due EXECUTIVE under subpart (a) above for the first six (6) months following the EXECUTIVE’s termination of employment shall not be paid to the EXECUTIVE until the first (1^st) day of the seventh (7^th) month next following the month in which EXECUTIVE’s termination of employment occurs, and such payment shall be a lump sum payment.

Notwithstanding anything contained herein to the contrary, no amounts shall be payable to the EXECUTIVE hereunder if the EXECUTIVE’s termination of employment is the result of EXECUTIVE’s death or Disability as set forth in Section 5(a)(iii) of the Employment Agreement.

All payments under this Agreement shall be subject to applicable tax withholding, and EMPLOYER shall withhold from any payments arising under this Agreement all federal, state, and local taxes as the EMPLOYER is required to withhold pursuant to applicable law, and shall timely remit such withheld taxes to the appropriate governmental authority. EMPLOYEE shall bear all expenses of, and shall be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.

Forum Selection. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively in a federal district court located in the Middle District of Tennessee, Nashville division or, if its subject matter jurisdiction requirements are not met, the state courts located in or for Williamson County, Tennessee. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts and waives its rights to bring any action or proceeding against the other party except in such courts.

Governing Law. This Agreement, and the application or interpretation of this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles.

Remedies. In addition to all of the remedies otherwise available to EMPLOYER, including recovery from EXECUTIVE of monetary damages, EMPLOYER shall have the right to seek injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement and the right to seek other equitable relief. All of EMPLOYER’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. EXECUTIVE agrees and consents that EMPLOYER shall be entitled to injunctive relief, both preliminary and permanent, without bond or other security.

Attorney Fees. In the event of any litigation arising under or out of this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party up to, but not exceeding, $25,000 of attorney fees, court costs, and reasonable costs of litigation incurred by the prevailing party in such litigation.

Entire Agreement. This Agreement and the Employment Agreement constitute the entire agreement between EMPLOYER and EXECUTIVE with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous oral or written agreements concerning EXECUTIVE’s employment with EMPLOYER.

Modification. This Agreement may not be modified or amended except by a written instrument setting forth such modification or amendment which is signed by the parties and specifically states that it modifies or amends this Agreement.

Non-Waiver. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

Severability. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

Assignment; Binding Nature. EXECUTIVE may not assign, transfer, or delegate any of EXECUTIVE’s rights or obligations under this Agreement except with the prior written consent of EMPLOYER. EMPLOYER may not assign, transfer, or delegate any of EMPLOYER’s rights or obligations under this Agreement without the prior written consent of EXECUTIVE, except only that EMPLOYER may, without the consent of EXECUTIVE, assign, transfer, or delegate EMPLOYER’s rights or obligations under this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of EMPLOYER. This Agreement is binding upon each of the parties and his/her/its legal representatives, heirs, devisees, legatees, or other successors and assigns, and inures to the benefit of each of the parties and his/her/its permitted legal representatives, heirs, devisees, legatees, or other permitted successors and assigns (and thus a non-permitted successor or assign acquires no rights from the purported assignment).

Miscellaneous.

Representation by Counsel. EXECUTIVE represents and warrants that he/she has been advised by EMPLOYER to retain legal counsel in connection with the preparation, negotiation, and execution of this Agreement, and that he/she has had adequate opportunity to do so.

Notices. Any notice required under this Agreement (including notices of breaches or potential breaches of this Agreement) must be in writing and

Certain General Definitions. For purposes of this Agreement (and whether or not capitalized or underlined): (i) “applicable law” means each provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, or other official pronouncement of any governmental authority; (ii) “governmental authority” means any legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or body; (iii) “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement, and each defined term referring to a party also refers to each permitted successor or assign of such a party, and when appropriate to effect the binding nature of this Agreement for the benefit of another party any other successor or assign of such a party; and (iv) “person” means any individual, sole proprietorship, partnership, joint venture, corporation, estate, trust, unincorporated organization, association, limited liability company, institution or other entity, including any that is a governmental authority.

Certain Rules of Construction. For purposes of this Agreement: (i) “including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non-exclusive, non-characterizing illustrations; (ii) titles and captions of or in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions; (iii) whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders; and (iv) acknowledging that the parties have participated jointly in the negotiation and drafting of this Agreement, if an ambiguity or question of intent or interpretation arises as to any provision in this Agreement, then the provision will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, by original signature or facsimile, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument which is binding on all the parties, regardless whether all or some of the parties are signatories to the original or to a counterpart.

WAIVER OF JURY TRIAL. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER SUCH PARTY NOR, IN THE CASE OF EMPLOYER, ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) SUCH PARTY MAKES THIS WAVIER VOLUNTARILY.

EXECUTIVE:

/s/ J. Myers Jones, III

EMPLOYER:

/s/ Lee M. Moss

EMPLOYER:

/s/ Lee M. Moss

Simultaneously with the parties’ execution of this Agreement, EMPLOYER and EXECUTIVE are entering into an Employment Agreement of even date herewith (the “Employment Agreement”).

A condition of EMPLOYER’s willingness to enter into the Employment Agreement with EXECUTIVE is the execution by EXECUTIVE of this Agreement.

Restrictive Covenants.

EXECUTIVE acknowledges and represents that, in the absence of non-competition and non-solicitation covenants, EXECUTIVE would have an unfair advantage in competing with EMPLOYER. EXECUTIVE further acknowledges and represents that EMPLOYER has provided EXECUTIVE access to trade secrets and Confidential Information, and that EXECUTIVE will have repeated contacts with EMPLOYER’s customers during the performance of his/her job duties so that EMPLOYER’s customers will tend to associate EXECUTIVE with EMPLOYER’s business.

For purposes of this Section 1, “termination of EXECUTIVE’s employment” and any similar phrase shall mean termination or cessation of EXECUTIVE’s employment with EMPLOYER for any reason whatsoever, regardless of whether the termination of employment is instituted by EXECUTIVE or EMPLOYER, including for all reasons set forth in the Employment Agreement, and regardless of whether the termination is for Cause or with Good Reason, as such terms are defined in the Employment Agreement.

EXECUTIVE hereby agrees to the following “Restrictive Covenants”:

Non-Solicitation of Customers. During EXECUTIVE’s employment with EMPLOYER (other than in connection with the performance of EXECUTIVE’s job duties for EMPLOYER) and for a period of twelve (12) months after termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, solicit or attempt to solicit the business of any customer or actively sought prospective customer of EMPLOYER with whom or which EXECUTIVE had material contact during the last twelve (12) months of employment (if less than twelve (12) months, then for purposes of this section, the entire period during which EXECUTIVE was employed by EMPLOYER) for purposes of providing products or services that are competitive with those provided by EMPLOYER. For purposes of the preceding sentence, “material contact” shall mean contact with a customer or actively sought prospective customer (i) with whom or which EXECUTIVE dealt directly on behalf of EMPLOYER; (ii) whose dealings with EMPLOYER were directly coordinated or directly supervised by EXECUTIVE; (iii) about whom EXECUTIVE obtained confidential information in the ordinary course of business as a result of EXECUTIVE’s association with EMPLOYER; or (iv) who received products or services authorized by the EXECUTIVE on behalf of the EMPLOYER, the sale or provision of which directly results or resulted in compensation, commissions, or earnings for EXECUTIVE (for the avoidance of doubt, EXECUTIVE’s participation in or receipt of compensation or benefits under any cash or equity bonus, incentive, or other plan, program, or arrangement shall not result in a finding of “material contact”).

Non-solicitation of Personnel. During EXECUTIVE’s employment with EMPLOYER and for a period of twelve (12) months after termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, recruit, solicit, induce, or influence any person who is engaged as an employee or independent contractor of EMPLOYER to terminate his/her employment or engagement with EMPLOYER. The prohibition contained in this section is limited to employees and independent contractors of EMPLOYER with whom EXECUTIVE had material contact during the EXECUTIVE’s employment with EMPLOYER. EMPLOYER understands that EXECUTIVE shall not be deemed in violation of this provision solely because any person contacts the EXECUTIVE on their own (i.e. without encouragement from the EXECUTIVE).

In-Term Non-Competition. During EXECUTIVE’s employment with EMPLOYER, EXECUTIVE shall not, directly or indirectly, with or without compensation, own, manage, operate, control,

Post-Term Non-Competition. In addition to the restrictions set forth above, for a period of twelve (12) months following termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, (i) own or control, or participate in the ownership or control of, any entity that competes with EMPLOYER in the Restricted Business (as defined below) anywhere in the Restricted Territory (as defined below); (ii) anywhere in the Restricted Territory, operate, render advice to, or be employed or retained as an officer, director, executive, manager, independent contractor, agent, or consultant by any person that engages in the Restricted Business in the same or a similar capacity as to which EXECUTIVE rendered services for EMPLOYER.

Definitions; Scope of Restrictive Covenants.

For purposes of this Agreement, the term “Restricted Business” means the business of commercial and/or mortgage banking.

For purposes of this Agreement, the term “Restricted Territory” means any county within fifty (50) miles of the main headquarters of Franklin Synergy Bank located at 722 Columbia Avenue, Franklin, Tennessee. Alternatively, the term “Restricted Territory” shall mean such area as a court in enforcing this section shall determine is reasonable under the circumstances.

Nothing in this Agreement shall be deemed to prevent EXECUTIVE from (i) purchasing or owning, directly or beneficially, as a passive investment, less than five percent (5%) of any class of the publicly traded securities of any corporation or other entity, or (ii) accepting employment with a competing enterprise whose business is diversified and where the part of its business in which EXECUTIVE is to become employed does not compete with EMPLOYER in the Restricted Business.

EXECUTIVE acknowledges and represents that the foregoing Restrictive Covenants will not prevent EXECUTIVE from obtaining gainful, lucrative, and desirable employment in the future in EXECUTIVE’s field of expertise or cause EXECUTIVE undue

If any court determines that any of the Restrictive Covenants, or any parts thereof, are invalid or unenforceable, the other covenants and the remainder of any of the covenants so impaired shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the covenants, or any parts thereof, are unenforceable in scope, such court shall have the power to reform the relevant restriction to be reasonable and enforceable.

In the event that EXECUTIVE breaches any of the Restrictive Covenants and a court of competent jurisdiction does not find that the breached covenant(s) are unenforceable, the restricted period for the breached covenant(s) shall, to the extent allowable under Tennessee law, be tolled during, and therefore extended by, the period of such breach.

Remedies. EXECUTIVE acknowledges and represents that a breach of any of the foregoing Restrictive Covenants would cause EMPLOYER irreparable harm and that the remedies at law for EXECUTIVE’s breach of any of the Restrictive Covenants may be inadequate. EXECUTIVE agrees that in the event of a violation of any of the Restrictive Covenants, in addition to any and all legal and equitable remedies that may be available, the Restrictive Covenants may be enforced by an injunction without the necessity of proving actual damages and an injunction may be sought and granted immediately upon the commencement of any suit; provided, that, EMPLOYER shall provide EXECUTIVE with ten (10) days prior written notice before seeking an injunction.

Payment.

In consideration of the EXECUTIVE’s covenant not to compete as set forth herein and subject to the limitations outlined in subparts (b) and (c) below, upon EXECUTIVE’s termination of employment with the EMPLOYER for any reason, the EMPLOYER shall pay to the EXECUTIVE an amount equal to the aggregate of one (1) times the annual rate of the EXECUTIVE’s base salary then being paid to the EXECUTIVE plus one (1) times the average of the past three (3) years’ cash incentive bonus pay, which aggregate amount shall be paid in twelve (12) equal monthly payments beginning on the first (1^st) day of the month next following the EXECUTIVE’s termination of employment.

If, when the termination of EXECUTIVE’s employment occurs, the EXECUTIVE is a specified employee within the meaning of Section 409A of the Internal Revenue Code (the “Code”), and if the payment under subpart (a) above would be considered deferred compensation under Section 409A of the Code, and finally if an exemption from the six (6) month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, the payments due EXECUTIVE under subpart (a) above for the first six (6) months following the EXECUTIVE’s termination of employment shall not be paid to the EXECUTIVE until the first (1^st) day of the seventh (7^th) month next following the month in which EXECUTIVE’s termination of employment occurs, and such payment shall be a lump sum payment.

Notwithstanding anything contained herein to the contrary, no amounts shall be payable to the EXECUTIVE hereunder if the EXECUTIVE’s termination of employment is the result of EXECUTIVE’s death or Disability as set forth in Section 5(a)(iii) of the Employment Agreement.

All payments under this Agreement shall be subject to applicable tax withholding, and EMPLOYER shall withhold from any payments arising under this Agreement all federal, state, and local taxes as the EMPLOYER is required to withhold pursuant to applicable law, and shall timely remit such withheld taxes to the appropriate governmental authority. EMPLOYEE shall bear all expenses of, and shall be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.

Forum Selection. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively in a federal district court located in the Middle District of Tennessee, Nashville division or, if its subject matter jurisdiction requirements are not met, the state courts located in or for Williamson County, Tennessee. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts and waives its rights to bring any action or proceeding against the other party except in such courts.

Governing Law. This Agreement, and the application or interpretation of this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles.

Remedies. In addition to all of the remedies otherwise available to EMPLOYER, including recovery from EXECUTIVE of monetary damages, EMPLOYER shall have the right to seek injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement and the right to seek other equitable relief. All of EMPLOYER’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. EXECUTIVE agrees and consents that EMPLOYER shall be entitled to injunctive relief, both preliminary and permanent, without bond or other security.

Attorney Fees. In the event of any litigation arising under or out of this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party up to, but not exceeding, $25,000 of attorney fees, court costs, and reasonable costs of litigation incurred by the prevailing party in such litigation.

Entire Agreement. This Agreement and the Employment Agreement constitute the entire agreement between EMPLOYER and EXECUTIVE with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous oral or written agreements concerning EXECUTIVE’s employment with EMPLOYER.

Modification. This Agreement may not be modified or amended except by a written instrument setting forth such modification or amendment which is signed by the parties and specifically states that it modifies or amends this Agreement.

Non-Waiver. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

Severability. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

Assignment; Binding Nature. EXECUTIVE may not assign, transfer, or delegate any of EXECUTIVE’s rights or obligations under this Agreement except with the prior written consent of EMPLOYER. EMPLOYER may not assign, transfer, or delegate any of EMPLOYER’s rights or obligations under this Agreement without the prior written consent of EXECUTIVE, except only that EMPLOYER may, without the consent of EXECUTIVE, assign, transfer, or delegate EMPLOYER’s rights or obligations under this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of EMPLOYER. This Agreement is binding upon each of the parties and his/her/its legal representatives, heirs, devisees, legatees, or other successors and assigns, and inures to the benefit of each of the parties and his/her/its permitted legal representatives, heirs, devisees, legatees, or other permitted successors and assigns (and thus a non-permitted successor or assign acquires no rights from the purported assignment).

Miscellaneous.

Representation by Counsel. EXECUTIVE represents and warrants that he/she has been advised by EMPLOYER to retain legal counsel in connection with the preparation, negotiation, and execution of this Agreement, and that he/she has had adequate opportunity to do so.

Notices. Any notice required under this Agreement (including notices of breaches or potential breaches of this Agreement) must be in writing and

Certain General Definitions. For purposes of this Agreement (and whether or not capitalized or underlined): (i) “applicable law” means each provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, or other official pronouncement of any governmental authority; (ii) “governmental authority” means any legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or body; (iii) “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement, and each defined term referring to a party also refers to each permitted successor or assign of such a party, and when appropriate to effect the binding nature of this Agreement for the benefit of another party any other successor or assign of such a party; and (iv) “person” means any individual, sole proprietorship, partnership, joint venture, corporation, estate, trust, unincorporated organization, association, limited liability company, institution or other entity, including any that is a governmental authority.

Certain Rules of Construction. For purposes of this Agreement: (i) “including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non-exclusive, non-characterizing illustrations; (ii) titles and captions of or in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions; (iii) whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders; and (iv) acknowledging that the parties have participated jointly in the negotiation and drafting of this Agreement, if an ambiguity or question of intent or interpretation arises as to any provision in this Agreement, then the provision will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, by original signature or facsimile, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument which is binding on all the parties, regardless whether all or some of the parties are signatories to the original or to a counterpart.

WAIVER OF JURY TRIAL. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER SUCH PARTY NOR, IN THE CASE OF EMPLOYER, ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) SUCH PARTY MAKES THIS WAVIER VOLUNTARILY.

EXECUTIVE:

/s/ Christopher J. Black

EMPLOYER:

/s/ J. Myers Jones, III

EMPLOYER:

/s/ J. Myers Jones, III

Simultaneously with the parties’ execution of this Agreement, EMPLOYER and EXECUTIVE are entering into an Employment Agreement of even date herewith (the “Employment Agreement”).

A condition of EMPLOYER’s willingness to enter into the Employment Agreement with EXECUTIVE is the execution by EXECUTIVE of this Agreement.

Restrictive Covenants.

EXECUTIVE acknowledges and represents that, in the absence of non-competition and non-solicitation covenants, EXECUTIVE would have an unfair advantage in competing with EMPLOYER. EXECUTIVE further acknowledges and represents that EMPLOYER has provided EXECUTIVE access to trade secrets and Confidential Information, and that EXECUTIVE will have repeated contacts with EMPLOYER’s customers during the performance of his/her job duties so that EMPLOYER’s customers will tend to associate EXECUTIVE with EMPLOYER’s business.

For purposes of this Section 1, “termination of EXECUTIVE’s employment” and any similar phrase shall mean termination or cessation of EXECUTIVE’s employment with EMPLOYER for any reason whatsoever, regardless of whether the termination of employment is instituted by EXECUTIVE or EMPLOYER, including for all reasons set forth in the Employment Agreement, and regardless of whether the termination is for Cause or with Good Reason, as such terms are defined in the Employment Agreement.

EXECUTIVE hereby agrees to the following “Restrictive Covenants”:

Non-Solicitation of Customers. During EXECUTIVE’s employment with EMPLOYER (other than in connection with the performance of EXECUTIVE’s job duties for EMPLOYER) and for

Non-solicitation of Personnel. During EXECUTIVE’s employment with EMPLOYER and for a period of twelve (12) months after termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, recruit, solicit, induce, or influence any person who is engaged as an employee or independent contractor of EMPLOYER to terminate his/her employment or engagement with EMPLOYER. The prohibition contained in this section is limited to employees and independent contractors of EMPLOYER with whom EXECUTIVE had material contact during the EXECUTIVE’s employment with EMPLOYER. EMPLOYER understands that EXECUTIVE shall not be deemed in violation of this provision solely because any person contacts the EXECUTIVE on their own (i.e. without encouragement from the EXECUTIVE).

In-Term Non-Competition. During EXECUTIVE’s employment with EMPLOYER, EXECUTIVE shall not, directly or indirectly, with or without compensation, own, manage, operate, control, engage in, advise, participate in, or invest in, as a shareholder, director, officer, manager, principal, partner, employee, consultant, independent contractor, technical or business advisor or otherwise,

Post-Term Non-Competition. In addition to the restrictions set forth above, for a period of twelve (12) months following termination of EXECUTIVE’s employment for any or no reason (whether voluntary or involuntary), EXECUTIVE shall not, either directly or indirectly, (i) own or control, or participate in the ownership or control of, any entity that competes with EMPLOYER in the Restricted Business (as defined below) anywhere in the Restricted Territory (as defined below); (ii) anywhere in the Restricted Territory, operate, render advice to, or be employed or retained as an officer, director, executive, manager, independent contractor, agent, or consultant by any person that engages in the Restricted Business in the same or a similar capacity as to which EXECUTIVE rendered services for EMPLOYER.

Definitions; Scope of Restrictive Covenants.

For purposes of this Agreement, the term “Restricted Business” means the business of commercial and/or mortgage banking.

For purposes of this Agreement, the term “Restricted Territory” means any county within fifty (50) miles of the main headquarters of Franklin Synergy Bank located at 722 Columbia Avenue, Franklin, Tennessee. Alternatively, the term “Restricted Territory” shall mean such area as a court in enforcing this section shall determine is reasonable under the circumstances.

Nothing in this Agreement shall be deemed to prevent EXECUTIVE from (i) purchasing or owning, directly or beneficially, as a passive investment, less than five percent (5%) of any class of the publicly traded securities of any corporation or other entity, or (ii) accepting employment with a competing enterprise whose business is diversified and where the part of its business in which EXECUTIVE is to become employed does not compete with EMPLOYER in the Restricted Business.

EXECUTIVE acknowledges and represents that the foregoing Restrictive Covenants will not prevent EXECUTIVE from obtaining gainful, lucrative, and desirable employment in the future in EXECUTIVE’s field of expertise or cause EXECUTIVE undue economic hardship. EXECUTIVE further acknowledges and represents that the foregoing Restrictive Covenants are reasonable and necessary in order to protect the EMPLOYER’s legitimate business interests and that any violation thereof would result in irreparable injury to EMPLOYER.

If any court determines that any of the Restrictive Covenants, or any parts thereof, are invalid or unenforceable, the other covenants and the remainder of any of the covenants so impaired shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the covenants, or any parts thereof, are unenforceable in scope, such court shall have the power to reform the relevant restriction to be reasonable and enforceable.

In the event that EXECUTIVE breaches any of the Restrictive Covenants and a court of competent jurisdiction does not find that the breached covenant(s) are unenforceable, the restricted period for the breached covenant(s) shall, to the extent allowable under Tennessee law, be tolled during, and therefore extended by, the period of such breach.

Remedies. EXECUTIVE acknowledges and represents that a breach of any of the foregoing Restrictive Covenants would cause EMPLOYER irreparable harm and that the remedies at law for EXECUTIVE’s breach of any of the Restrictive Covenants may be inadequate. EXECUTIVE agrees that in the event of a violation of any of the Restrictive Covenants, in addition to any and all legal and equitable remedies that may be available, the Restrictive Covenants may be enforced by an injunction without the necessity of proving actual damages and an injunction may be sought and granted immediately upon the commencement of any suit; provided, that, EMPLOYER shall provide EXECUTIVE with ten (10) days prior written notice before seeking an injunction.

Payment.

In consideration of the EXECUTIVE’s covenant not to compete as set forth herein and subject to the limitations outlined in subparts (b) and (c) below, upon EXECUTIVE’s termination of employment with the EMPLOYER for any reason, the EMPLOYER shall pay to the EXECUTIVE an amount equal to the aggregate of one (1) times the annual rate of the EXECUTIVE’s base salary then being paid to the EXECUTIVE plus one (1) times the average of the past three (3) years’ cash incentive bonus pay, which aggregate amount shall be paid in twelve (12) equal monthly payments beginning on the first (1^st) day of the month next following the EXECUTIVE’s termination of employment.

If, when the termination of EXECUTIVE’s employment occurs, the EXECUTIVE is a specified employee within the meaning of Section 409A of the Internal Revenue Code (the “Code”), and if the payment under

Notwithstanding anything contained herein to the contrary, no amounts shall be payable to the EXECUTIVE hereunder if the EXECUTIVE’s termination of employment is the result of EXECUTIVE’s death or Disability as set forth in Section 5(a)(iii) of the Employment Agreement.

All payments under this Agreement shall be subject to applicable tax withholding, and EMPLOYER shall withhold from any payments arising under this Agreement all federal, state, and local taxes as the EMPLOYER is required to withhold pursuant to applicable law, and shall timely remit such withheld taxes to the appropriate governmental authority. EMPLOYEE shall bear all expenses of, and shall be solely responsible for, all federal, state, and local taxes due with respect to any payment received under this Agreement.

Forum Selection. Any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement shall be brought exclusively in a federal district court located in the Middle District of Tennessee, Nashville division or, if its subject matter jurisdiction requirements are not met, the state courts located in or for Williamson County, Tennessee. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts and waives its rights to bring any action or proceeding against the other party except in such courts.

Governing Law. This Agreement, and the application or interpretation of this Agreement, shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles.

Remedies. In addition to all of the remedies otherwise available to EMPLOYER, including recovery from EXECUTIVE of monetary damages, EMPLOYER shall have the right to seek injunctive relief to restrain and enjoin any actual or threatened breach of the provisions of this Agreement and the right to seek other equitable relief. All of EMPLOYER’s remedies for breach of this Agreement shall be cumulative and the pursuit of one remedy shall not be deemed to exclude any other remedies. EXECUTIVE agrees and consents that EMPLOYER shall be entitled to injunctive relief, both preliminary and permanent, without bond or other security.

Attorney Fees. In the event of any litigation arising under or out of this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party up to, but not exceeding, $25,000 of attorney fees, court costs, and reasonable costs of litigation incurred by the prevailing party in such litigation.

Entire Agreement. This Agreement and the Employment Agreement constitute the entire agreement between EMPLOYER and EXECUTIVE with respect to the subject matter hereof and thereof and supersede all prior or contemporaneous oral or written agreements concerning EXECUTIVE’s employment with EMPLOYER.

Modification. This Agreement may not be modified or amended except by a written instrument setting forth such modification or amendment which is signed by the parties and specifically states that it modifies or amends this Agreement.

Non-Waiver. Any failure by a party at any time or from time to time to enforce or require strict compliance with any term or condition of this Agreement will not constitute a waiver of such term or condition. No waiver will be enforceable unless embodied in a written instrument signed by the party charged with the waiver.

Severability. This Agreement is severable, such that the invalidity of any term of this Agreement shall not affect the validity of any other term. Any invalid term shall be subject to partial enforcement to the maximum extent permitted under applicable law.

Assignment; Binding Nature. EXECUTIVE may not assign, transfer, or delegate any of EXECUTIVE’s rights or obligations under this Agreement except with the prior written consent of EMPLOYER. EMPLOYER may not assign, transfer, or delegate any of EMPLOYER’s rights or obligations under this Agreement without the prior written consent of EXECUTIVE, except only that EMPLOYER may, without the consent of EXECUTIVE, assign, transfer, or delegate EMPLOYER’s rights or obligations under this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of EMPLOYER. This Agreement is binding upon each of the parties and his/her/its legal representatives, heirs, devisees, legatees, or other successors and assigns, and inures to the benefit of each of the parties and his/her/its permitted legal representatives, heirs, devisees, legatees, or other permitted successors and assigns (and thus a non-permitted successor or assign acquires no rights from the purported assignment).

Miscellaneous.

Representation by Counsel. EXECUTIVE represents and warrants that he/she has been advised by EMPLOYER to retain legal counsel in connection with the preparation, negotiation, and execution of this Agreement, and that he/she has had adequate opportunity to do so.

Notices. Any notice required under this Agreement (including notices of breaches or potential breaches of this Agreement) must be in writing and must be given either in person or by nationally recognized next business day delivery service electing, and being timely delivered for, next day

Certain General Definitions. For purposes of this Agreement (and whether or not capitalized or underlined): (i) “applicable law” means each provision of any constitution, statute, law, ordinance, code, rule, regulation, decision, order, decree, judgment, or other official pronouncement of any governmental authority; (ii) “governmental authority” means any legislative, executive, judicial, quasi-judicial or other public authority, agency, department, bureau, division, unit, court or body; (iii) “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement, and each defined term referring to a party also refers to each permitted successor or assign of such a party, and when appropriate to effect the binding nature of this Agreement for the benefit of another party any other successor or assign of such a party; and (iv) “person” means any individual, sole proprietorship, partnership, joint venture, corporation, estate, trust, unincorporated organization, association, limited liability company, institution or other entity, including any that is a governmental authority.

Certain Rules of Construction. For purposes of this Agreement: (i) “including” and any other words or phrases of inclusion will not be construed as terms of limitation, so that references to “included” matters will be regarded as non-exclusive, non-characterizing illustrations; (ii) titles and captions of or in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions; (iii) whenever the context requires, the singular includes the plural and the plural includes the singular, and the gender of any pronoun includes the other genders; and (iv) acknowledging that the parties have participated jointly in the negotiation and drafting of this Agreement, if an ambiguity or question of intent or interpretation arises as to any provision in this Agreement, then the provision will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, by original signature or facsimile, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument which is binding on all the parties, regardless whether all or some of the parties are signatories to the original or to a counterpart.

WAIVER OF JURY TRIAL. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL ACTION ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NEITHER SUCH PARTY NOR, IN THE CASE OF EMPLOYER, ANY OF ITS REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (C) SUCH PARTY MAKES THIS WAVIER VOLUNTARILY.

EXECUTIVE:

/s/ David J. McDaniel, IV

EMPLOYER:

/s/ J. Myers Jones, III