0000950123-16-018168 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 28th day of June, 2016 (the “Effective Date”), between CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Bank,” and Christopher Tietz, hereinafter referred to as “Executive.”

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THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 31st day of May, 2016 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company”) and CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, (the “Bank”) (the Company and Bank together referred to herein as “CapStar”) and Rob Anderson, hereinafter referred to as “Executive.”

CAPSTAR FINANCIAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS AGREEMENT is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of , 20 .

AGREEMENT AND PLAN OF SHARE EXCHANGE
Share Exchange Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Agreement”) is executed and delivered as of December 1, 2015, by and between CAPSTAR FINANCIAL HOLDINGS, INC., a Tennessee corporation (“Holding Company”), and CAPSTAR BANK, a Tennessee-chartered banking corporation (“Bank”), for the purpose of effecting a statutory share exchange to facilitate the formation of a one-bank holding company that will own all of the issued and outstanding shares of Bank.

CAPSTAR BANK COMMON STOCK PURCHASE WARRANT AGREEMENT
Common Stock Purchase Warrant Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

(the “Grantee”), who is the Registered Holder of Capstar Common Stock, shares of Qualifying Common Stock the right to purchase, at any time and from time to time, until 5:00 p.m. Central Time on the Expiration Date (defined below), up to shares of Common Stock on the terms and subject to the conditions set forth below.

FIFTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amended Agreement”) made and entered into on this 27th day of June, 2016 (the “Effective Date”), between CapStar Financial Holdings, Inc., a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Company” and Claire W. Tucker, hereinafter referred to as “Executive.”

CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of , 20 .

CAPSTAR FINANCIAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

THIS AGREEMENT is made between CapStar Financial Holdings, Inc., a Tennessee corporation (hereinafter the “Company”), and [name] (hereinafter the “Participant”).

CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 1st, 2016 • CapStar Financial Holdings, Inc. • State commercial banks • Tennessee

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and (the “Participant”) on this the day of April, 2016.

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