AGREEMENT AND PLAN OF MERGER SMARTFINANCIAL, INC. SMARTBANK CORNERSTONE BANCSHARES, INC. and CORNERSTONE COMMUNITY BANK December 5, 2014Merger Agreement • December 10th, 2014 • Cornerstone Bancshares Inc • National commercial banks • Tennessee
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 5th day of December, 2014, is made and entered into by and among SmartFinancial, Inc., a Tennessee corporation (“SmartFinancial”), SmartBank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of SmartFinancial (“SmartBank”), Cornerstone Bancshares, Inc., a Tennessee corporation (“Bancshares”), and Cornerstone Community Bank, a Tennessee-chartered commercial bank and wholly-owned subsidiary of Bancshares (“Cornerstone”), under authority of resolutions of their respective boards of directors duly adopted.
DIRECTOR SUPPORT AGREEMENTDirector Support Agreement • December 10th, 2014 • Cornerstone Bancshares Inc • National commercial banks • Tennessee
This Director Support Agreement (this “Agreement”), dated as of December 5, 2014, is entered into by and among the undersigned member of the board of directors (the “Director”) of SmartFinancial, Inc., a Tennessee corporation and registered bank holding company (“SmartFinancial”), Cornerstone Bancshares, Inc., a Tennessee corporation and registered bank holding company (“Bancshares”), and Cornerstone Community Bank, a Tennessee-chartered banking corporation (“Cornerstone” and together with Bancshares, the “Cornerstone Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 10th, 2014 • Cornerstone Bancshares Inc • National commercial banks • Tennessee
THIS EMPLOYMENT AGREEMENT is made and entered into as of December 5, 2014 (the “Effective Date”), by and between Cornerstone Bancshares, Inc., a Tennessee corporation and registered bank holding company (the “Company”), and Nathaniel F. Hughes, a resident of the State of Tennessee (the “Employee”). The Company and the Employee are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”
