FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.3

FIRST AMENDMENT

TO

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated the 8th day of December, 2015, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation and registered bank holding company (f/k/a Cornerstone Bancshares, Inc.) (the “Company”), Cornerstone Community Bank, a banking corporation organized under the laws of the State of Tennessee (the “Bank”), and Xxxx X. Xxxxxxx, Xx., a resident of the State of Tennessee (the “Employee”). The Company, the Bank, and the Employee are sometimes referred to collectively in this Amendment as the “Parties,” and each of the Company, the Bank, and the Employee is sometimes referred to individually in this Amendment as a “Party.”

RECITALS

WHEREAS, the Parties are party to that certain Employment Agreement dated December 5, 2014 (the “Employment Agreement”), providing for the Employee’s employment by the Company and the Bank;

WHEREAS, effective after the close of business on August 31, 2015, SmartFinancial, Inc., a Tennessee corporation, merged with and into the Company (the “Merger”), with the Company being the corporation to survive the Merger;

WHEREAS, as a result of the Merger, the Employee’s position with the Company and the Bank changed, and the Parties desire to amend the Employment Agreement to reflect such change in the Employee’s position with the Company and the Bank; and

WHEREAS, Section 17 of the Employment Agreement requires that any amendment to the Employment Agreement be set forth in a written instrument signed by all of the Parties.

NOW, THEREFORE, in consideration of the foregoing and the respective agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Employment Agreement.

2. Employment Agreement Amendments. The Parties acknowledge and agree that the Employment Agreement is hereby amended as follows:

(a) Amendment of Recitals. Paragraph “A” of the Recitals to the Employment Agreement is amended to read in its entirety as follows:

A. The Employer desires to employ the Employee as Executive Vice President and Chief Operating Officer of the Company and the Bank, and the Employee desires to accept such employment.

(b) Amendment of Section 2(a). Section 2(a) of the Employment Agreement is amended to read in its entirety as follows:

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(a) Position(s). The Employee will be employed as Executive Vice President and Chief Operating Officer of the Company and the Bank and shall perform and discharge faithfully the duties and responsibilities which may be assigned to the Employee from time to time in connection with the conduct of the Employer’s business. The duties and responsibilities of the Employee shall be commensurate with those of individuals holding similar positions at other bank holding companies and banks similarly situated. The Employee will report directly to the President and Chief Executive Officer of the Company or such other officer as the Board of Directors of the Company may determine.

(c) Amendment of Section 11. The Employer’s address for notices and other communications under the Employment Agreement, set forth in Section 11 of the Employment Agreement, is amended as follows:

SmartFinancial, Inc.

Attention: President/CEO

If by personal delivery or courier:

0000 Xxxxxxx Xxxx, Xxxxx 000

Xxxxxx Xxxxx, Xxxxxxxxx 00000

If by mail:

Xxxx Xxxxxx Xxx 0000

Xxxxxx Xxxxx, Xxxxxxxxx 00000-0000

3. Counterparts. This Amendment may be executed by the Parties in any number of counterparts (which may be delivered by facsimile, email, or other similar means of electronic transmission), each of which, when duly executed, shall be deemed an original and all of which together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall in all respects be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Tennessee, without regard to principles of conflict of laws.

5. Captions. The captions, headings, and section numbers appearing in this Amendment have been inserted for purposes of convenience of reference only and shall be given no force or effect in the construction or interpretation of this Amendment.

6. Ratification. Except as expressly amended by this Amendment, the Employment Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.

7. Effective Date. This Amendment is entered into by the parties on the date first above written to be effective as of September 1, 2015.

(Signature Page Follows)

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IN WITNESS WHEREOF, each Party has executed and delivered this Amendment as of the day and year first above written.

COMPANY:	SMARTFINANCIAL, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxx, Xx.
		Xxxxxxx X. Xxxxxxx, Xx.
		President and Chief Executive Officer
BANK:	CORNERSTONE COMMUNITY BANK
	By:	/s/ Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx
		President
EMPLOYEE:		/s/ Xxxx X. Xxxxxxx, Xx.
		Xxxx X. Xxxxxxx, Xx.

(Signature Page to First Amendment to Employment Agreement)