0001104659-11-063793 Sample Contracts

RESTRICTED STOCK AGREEMENT STATE BANK FINANCIAL CORPORATION 2011 OMNIBUS EQUITY COMPENSATION PLAN GRANTEE: THOMAS L. CALLICUTT, JR. NO. OF SHARES: 6,955 GRANT DATE: AUGUST 15, 2011
Restricted Stock Agreement • November 14th, 2011 • State Bank Financial Corp • State commercial banks • Georgia

This Restricted Stock Agreement (the “Agreement”) evidences the grant to the Grantee named above (“you”) of the number of restricted shares set forth above (each, an “Award Share,” and collectively, the “Award Shares”) of the $0.01 par value common stock of State Bank Financial Corporation, a Georgia corporation (the “Company”) as of the date of grant set forth above (the “Grant Date”), pursuant to the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.

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