cstr-20220601.htm

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Michael Fowler (“Executive”).

WHEREAS, the Company and the Bank desire to retain Executive’s services in the role of Chief Financial Officer

WHEREAS, the Company, the Bank and Executive desire to enter into this Agreement to set forth the terms of Executive’s service to the Company and the Bank.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Employment Period. CapStar shall employ Executive, and Executive shall serve CapStar and its Affiliates, subject to the terms and conditions of this Agreement, for the period commencing on June 1, 2022 (the “Effective Date”) and ending on the third anniversary of the Effective Date (the “Employment Period”), provided that at the end of each month of the Employment Period, the Employment Period shall extend automatically for an additional month, such that Employment Period shall expire on the third anniversary of such extension date, until any party provides the other parties advance written notice of its desire to cease extending the Employment Period. Notwithstanding the foregoing, the Employment Period shall terminate upon any termination of Executive’s employment with CapStar pursuant to Section 5. If the Employment Period expires by its terms due to either CapStar’s or Executive’s non-renewal, all parties’ obligations under this Agreement shall cease upon expiration of the Employment Period.

appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board”), the Board of Directors of the Bank (the “Bank Board”), the Chief Executive Officer of CapStar (the “CEO”) or any other officer to whom Executive reports. Executive shall have such responsibilities, power and authority as those normally associated with such position in public companies of a similar stature; provided, however, Executive’s position and duties shall be subject to the review, modification and control of the Board, the Bank Board, the CEO or any other officer to whom Executive reports.

(c)

Standard of Services. During the Employment Period, Executive shall devote Executive’s full business attention and time to the business and affairs of CapStar and Affiliates and use Executive’s best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, Executive may serve on civic, charitable or other not-for-profit boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions, manage personal investments and, subject to the prior written approval of the Board or a committee thereof (which approval the Board or such committee may withhold in their sole discretion), serve on boards of for-profit entities, in each case, so long as such activities do not interfere with the performance of Executive’s responsibilities in accordance with this Agreement and Executive complies with applicable provisions of any codes of business conduct and ethics of CapStar and its Affiliates, as in effect from time to time.

(a)

Annual Base Salary. During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary”) of no less than $275,000.00, payable in accordance with CapStar’s regular payroll practices. The Annual Base Salary shall be reviewed annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee”) for possible increase, as determined in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time.

(b)

Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn, for each fiscal year of CapStar, an annual bonus (the “Annual Bonus”) with a target opportunity (the “Target Annual Bonus Opportunity”) of no less than 40% of Executive’s Annual Base Salary, with the actual amount of the Annual Bonus determined based on satisfaction of the applicable performance goals. The range of Annual Bonus is subject to change but at the time of the Effective Date the threshold opportunity (which shall be subject to satisfying applicable performance goals at the threshold level) is 50% of Target Annual Bonus (Threshold) and the maximum opportunity (which shall be subject to satisfying applicable performance goals at the maximum level) is 150% of Target Annual Bonus (Maximum). The Annual Bonus shall be payable at the same time as bonuses are generally payable to similarly situated employees of CapStar subject to Executive’s continued employment with CapStar or its Affiliates through such date.

(a)

Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period. If the Board determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide Executive with written notice in accordance with Section 11(b) of its intention to terminate Executive’s employment. In such event, Executive’s employment with CapStar and its Affiliates shall terminate effective on the thirtieth (30th) day after Executive’s receipt of such notice (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full‑time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of Executive from Executive’s duties with CapStar and its Affiliates on a full‑time basis for ninety (90) consecutive days, or for one hundred twenty (120) days (which need not be consecutive) within a one-year period, as a result of incapacity due to mental or physical illness.

(v)

A material breach by Executive of (A) Executive’s obligations under this Agreement, including any breach of the provisions of Section 8, or (B) any material written policy of CapStar or its Affiliates and, if the breach is curable, Executive shall not have cured such material breach after reasonable written demand for cure has been delivered by CapStar specifically identifying the material breach, and Executive has been given a reasonable opportunity (not less than fifteen (15) days) to cure any such material breach (to the extent curable).

For purposes of this Agreement, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of CapStar and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, the Bank Board (or a committee of either board) or based upon the written advice of counsel for CapStar or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of CapStar. Any such determination must be made the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good‑faith opinion of the Board, Executive is guilty of the conduct constituting grounds for termination for “Cause”, and specifying the particulars thereof in detail. Termination for Cause shall be effected by a Notice of Termination (as described in Section 5(d)) to Executive setting forth with particularity the grounds for termination.

(d)

Notice of Termination. Any termination by CapStar with or without Cause, or by Executive with or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specifies the Date of Termination (as defined below), which date shall be not more than thirty (30) days after the delivery of such notice, or the end of any Cure Period referenced in such notice, as applicable.

(e)

Date of Termination. For purposes of this Agreement, the “Date of Termination” means (i) if Executive’s employment is terminated by CapStar with or without Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within thirty (30) days following such notice, (ii) if Executive’s employment is terminated voluntarily without Good Reason, the thirtieth (30th) day following the date of receipt of the Notice of Termination, provided that CapStar may in its discretion accelerate the Date of Termination, or (iii) if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Executive or the Disability Effective Date, as the case may be.

(f)

Resignation from Other Positions. Upon the termination of Executive’s employment for any reason (unless otherwise agreed in writing by CapStar and Executive), Executive shall be deemed to have resigned, without any further action by Executive, from any and all officer and director positions that Executive, immediately prior to such termination, held with (i) CapStar or its Affiliates and (ii) any other entities at the direction of, or as a result of Executive’s affiliation with, CapStar or its Affiliates. If for any reason this Section 5(f) is deemed to be insufficient to effectuate such resignations, then Executive shall, upon CapStar’s request, execute any documents or instruments that CapStar may deem necessary or desirable to effectuate such resignations. In addition, Executive hereby designates the Secretary or any Assistant Secretary of CapStar or its Affiliates to execute any such documents or instruments as Executive’s attorney-in-fact to effectuate such resignations if deemed by CapStar to be a more expedient means to effectuate such resignation or resignations.

(a)

Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates terminate Executive’s employment other than for Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the following:

(i)

the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;

(ii)

any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);

(iii)

an amount equal to the product of (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;

(v)

(vii)

to the extent not theretofore paid or provided, CapStar shall timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreement.

(b)

Death; Disability. If Executive’s employment is terminated by reason of Executive’s death or Disability during the Employment Period, this Agreement shall terminate without further obligations to Executive, other than for payment of the Accrued Obligations and the Unpaid Annual Bonus, provision of the Equity Award Treatment and the timely payment or provision of the Other Benefits. The Accrued Obligations and the Unpaid Annual Bonus shall be paid to Executive’s estate (in the event of death) or Executive or Executive’s legal representative (in the event of Disability), as applicable, on the same schedule as contemplated by Sections 6(a)(i)-(ii).

(c)

Other Termination. If Executive’s employment is terminated during the Employment Period for a reason other than those governed by Section 6(a) or (b) (including upon the expiration of the Employment Period following a Notice of Non-Renewal), this Agreement shall terminate without further obligations to Executive under this Agreement, other than for payment of the Accrued Obligations within sixty (60) days following the Date of Termination and the timely payment or provision of the Other Benefits.

(a)

Confidential Information. Executive shall hold in a fiduciary capacity for the benefit of CapStar all secret or confidential information, knowledge or data relating to CapStar or its Affiliates, and their respective businesses, which shall have been obtained by Executive during Executive’s employment by CapStar or its Affiliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement) (collectively, “Confidential Information”). After termination of Executive’s employment with CapStar and its Affiliates, Executive shall not, without the prior written consent of CapStar or as may otherwise be required by law or legal process, communicate or divulge any such Confidential Information to anyone other than CapStar or its Affiliates and those designated by them. Notwithstanding the foregoing, “Confidential Information” shall not include (i) information that at the time of disclosure is already known to the receiving party without any restriction on its disclosure; (ii) information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; (iii) information that is independently developed by the receiving party without the use of Confidential Information or breach of this Agreement; or (iv) information that is otherwise required to be disclosed under applicable laws or regulations or in connection with a judicial or regulatory process.

(b)

Inventions and Patents. Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information that relate to the actual or anticipated business, research and development or existing or future products or services of CapStar or its Affiliates, and that are conceived, developed or made by Executive during Executive’s employment with CapStar or its Affiliates (“Work Product”) belong to CapStar and its Affiliates. Executive shall promptly disclose such Work Product to CapStar and its Affiliates and perform all actions reasonably requested by CapStar and its Affiliates (whether during or after the Employment Period) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). To the fullest extent permitted by applicable law, all intellectual property (including patents, trademarks and copyrights) that are made, developed or acquired by Executive in the course of Executive’s employment with CapStar or its Affiliates shall be and remain the absolute property of CapStar and its Affiliates, and Executive shall assist CapStar and its Affiliates in perfecting and defending their rights to such intellectual property.

become familiar, with CapStar’s and its Affiliates’ trade secrets and with other Confidential Information concerning CapStar and its Affiliates, and that Executive’s services have been and will be of special, unique and extraordinary value to CapStar and its Affiliates. Therefore, Executive agrees that, during the period commencing on the Effective Date and ending on the first anniversary of the Date of Termination (the “Restricted Period”), Executive shall not, directly or indirectly, own, become interested in, or become involved in any manner whatsoever in any business (including any bank, mortgage company or other financial institution) that is or will be similar to or competitive with any aspect of the business of CapStar or its Affiliates, which operates a bank branch or other business location, or otherwise competes, within fifty (50) miles of any bank branch or other business location of CapStar or its Affiliates, determined as of the date of termination of Executive’s employment with CapStar and its Affiliates. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding equity interest in any entity which is publicly traded, so long as Executive has no active participation in the business of such entity.

(d)

Nonsolicitation. During the Restricted Period, Executive shall not directly or indirectly, except in the good faith performance of Executive’s duties to CapStar or its Affiliates: (i) induce or attempt to induce any employee or independent contractor of CapStar or its Affiliates to leave CapStar or such Affiliate, or in any way interfere with the relationship between CapStar or such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand; (ii) hire any person who was an employee or independent contractor of CapStar or its Affiliates until 12 months after such individual’s relationship with CapStar or such Affiliate has been terminated; or (iii) induce or attempt to induce any customer (whether former or current), supplier, licensee or other business relation of CapStar or its Affiliates to cease doing business with CapStar or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and CapStar or its Affiliates, on the other hand. Notwithstanding the foregoing, nothing in this Section 8(d) shall prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not specifically targeted at CapStar’s or its Affiliates’ employees or other service providers.

(e)

Nondisparagement. From and following the Effective Date, (i) Executive shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning CapStar or its Affiliates or their respective businesses, and (ii) CapStar and its Affiliates shall not make, either directly or by or through another person, any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided, however, that, subject to Section 8(a), nothing herein shall prohibit either party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process).

(f)

Return of Property. Executive acknowledges that all documents, records, files, lists, equipment, computer, software or other property (including intellectual property) relating to the businesses of CapStar or any of its Affiliates, in whatever form (including electronic), and all copies thereof, that have been or are received or created by Executive while an employee of CapStar or its Affiliates are and shall remain the property of CapStar and its Affiliates, and Executive shall return such property to CapStar upon the Date of Termination and, in any event, at CapStar’s request.

(g)

Trade Secrets; Whistleblower Rights. CapStar hereby informs Executive that, notwithstanding any provision of this Agreement to the contrary, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. In addition, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall impair Executive’s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for information provided to any government authority under such law or regulation.

(i)

Executive’s covenants as set forth in this Section 8 are from time to time referred to herein as the “Executive Covenants.” If any of the Executive Covenants is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such Executive Covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining Executive Covenants shall not be affected thereby; provided, however, that if any of the Executive Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such Executive Covenant shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder.

obligations under this Section 8. Accordingly, if CapStar institutes any action or proceeding to enforce any of the provisions of this Section 8, to the extent permitted by applicable law, Executive hereby waives the claim or defense that CapStar has an adequate remedy at law, and Executive shall not urge in any such action or proceeding the defense that any such remedy exists at law. Furthermore, in addition to other remedies that may be available, CapStar shall be entitled (without the necessity of showing economic loss or other actual damage) to specific performance and other injunctive relief, without the requirement to post bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 8. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which Executive is in violation of the provisions of Section 8(c) or (d), as applicable.

10.

Indemnification. CapStar shall indemnify Executive and hold Executive harmless to the fullest extent permitted by applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, losses, and damages resulting from Executive’s good faith performance of Executive’s duties and obligations with CapStar and its Affiliates. CapStar shall cover Executive under directors’ and officers’ liability insurance both during and, while potential liability exists, after employment in the same amount and to the same extent as CapStar covers its other officers and directors. These obligations shall survive the termination of Executive’s employment with CapStar and its Affiliates.

(a)

Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without reference to principles of conflict of laws. The parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Nashville, Tennessee with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(b)

Acknowledgements. Prior to execution of this Agreement, Executive was advised by CapStar of Executive’s right to seek independent advice from an attorney of Executive’s own selection and at Executive’s own expense regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that, in entering into this Agreement, Executive is not relying on any statements or representations made by any of the directors, officers, employees or agents of CapStar that are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

(c)

Cooperation. Executive agrees that upon the request of CapStar or its Affiliates following Executive’s termination of employment, Executive shall use reasonable efforts to assist and cooperate with CapStar and its Affiliates in connection with the defense or prosecution of any claim that may be made against or by CapStar or its Affiliates, or in connection with any ongoing or future investigation or dispute or claim of any kind involving CapStar or its Affiliates, including any proceedings before any arbitral, administrative, regulatory, judicial, legislative or other body or agency.

(i)

General. It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year (depending on the time that Executive executes the Release) shall be paid in the later taxable year.

(ii)

Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(iii)

of the Code) on account of Executive’s separation from service shall be accumulated and paid to Executive on the first business day of the seventh month following Executive’s separation from service (the “Delayed Payment Date”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’s death.

(j)

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with CapStar and its Affiliates, including Executive’s severance entitlements, and, as of the Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and CapStar or its Affiliates, on the other hand. For the avoidance of doubt, the Employment Agreement between the Company, the Bank, and Executive, dated as of September 14, 2021 shall terminate as of immediately prior to the Effective Date and be of no further force or effect.

(k)

Amendments. No provision of this Agreement shall be modified or amended except by an instrument in writing duly executed by the parties hereto. No custom, act, payment, favor or indulgence shall grant any additional right to Executive or be deemed a waiver by CapStar of any of Executive’s obligations hereunder or release Executive therefrom or impose any additional obligation upon CapStar. No waiver by any party of any breach by the other party of any term or provision hereof shall be deemed to be an assent or waiver by any party to or of any succeeding breach of the same or any other term or provision.

(l)

Successors. This Agreement is personal to Executive and without the prior written consent of CapStar shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon CapStar and its successors and assigns. As used in this Agreement, “Company” and “Bank” shall mean the Company and the Bank as hereinbefore defined and any successor to their respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is executed by Michael Fowler (“Executive”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement (the “Employment Agreement”), dated as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Executive. Terms that are capitalized but not defined herein shall have the meanings set forth in the Employment Agreement.

(m)

Release. In consideration of the payments and benefits afforded under the Employment Agreement, and after consultation with counsel, Executive and each of Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge CapStar and its Affiliates and each of its officers, employees, directors and agents (“Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”) that the Releasors may have arising out of Executive’s employment relationship with and service as an employee, officer or director of CapStar and its Affiliates, and the termination of any such relationship or service, in each case up to and including the date Executive executes this Release. Executive acknowledges that the foregoing sentence includes Claims arising under Federal, state or local laws, statutes, orders or regulations that relate to the employment relationship or prohibiting employment discrimination, including Claims under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Immigration Reform and Control Act; the Sarbanes-Oxley Act of 2002; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act; the Equal Pay Act; the Fair Credit Reporting Act; Occupational Safety and Health Act; the federal Fair Labor Standards Act; and any other federal, state or local civil, human rights, bias, whistleblower, discrimination, retaliation, compensation, employment, labor or other local, state or federal law, regulation or ordinance.

(n)

Exceptions to Release. Notwithstanding anything contained herein to the contrary, this Release specifically excludes and shall not affect: (i) the obligations of CapStar or its Affiliates set forth in the Employment Agreement and to be performed after the date hereof, including without limitation under in Sections 6, 9 and 10 thereof, or under any other benefit plan, agreement, arrangement or policy of CapStar or its Affiliates that is applicable to Executive and that, in each case, by its terms, contains obligations that are to be performed after the date hereof by CapStar or its Affiliates; (ii) any indemnification or similar rights Executive has as a current or former officer, director, employee or agent of CapStar or its Affiliates, including, without limitation, any and all rights thereto under applicable law, the certificate of incorporation, bylaws or other governance documents or such entities, or any rights with respect to coverage under any directors’ and officers’ insurance policies and/or indemnification agreements; (iii) any Claim the Releasors may have as the holder or beneficial owners of

securities of CapStar or its Affiliates; (iv) rights to accrued but unpaid salary, paid time off, vacation or other compensation due through the date of termination of employment; (v) any unreimbursed business expenses; (vi) benefits or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; and (vii) any Claims that may arise in the future from events or actions occurring after the date Executive executes this Release or that Executive may not by law release through an agreement such as this.

(o)

Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date Employee signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Release, Executive hereby acknowledges and confirms the following: (i) Executive was advised by CapStar in connection with Executive’s termination of employment to consult with an attorney of Executive’s choice prior to signing this Release and to have such attorney explain to Executive the terms of this Release, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than [twenty-one (21)] [forty-five (45)] calendar days to consider the terms of this Release and to consult with an attorney of Executive’s choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Release. Executive also understands that Executive has seven (7) calendar days following the date on which Executive signs this Release within which to revoke the release contained in this Section 1(c), by providing CapStar with a written notice of Executive’s revocation of the release and waiver contained in this Section 1(c).

Proceedings. Executive has not filed, and agrees not to initiate or cause to be initiated on Executive’s behalf, any complaint, charge, claim or proceeding against the Releasees with respect to any Claims released under Section 1(a) or (c) before any local, state or federal agency, court or other body (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding involving such Claims; provided, however, and subject to the immediately following sentence, nothing set forth here in intended to or shall interfere with Executive’s right to participate in a Proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Release prohibit Executive from cooperating with any such agency in its investigation. Executive waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding involving such Claims, provided that the foregoing shall not apply to any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended). For the avoidance of doubt, the term Proceeding shall not include any complaint, charge, claim or proceeding with respect to the obligations of CapStar to Executive under the Employment Agreement or in respect of any other matter described in Section 1(b), and Executive retains all of Executive’s rights in connection with the same.

Any party may change his, her or its address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein.

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS RELEASE AND THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of June 1, 2022 by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and John Davis (“Executive”).

WHEREAS, the Company and the Bank desire to retain Executive’s services in the role of Chief Operations and IT Officer

WHEREAS, the Company, the Bank and Executive desire to enter into this Agreement to set forth the terms of Executive’s service to the Company and the Bank.

and appropriate duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board”), the Board of Directors of the Bank (the “Bank Board”), the Chief Executive Officer of CapStar (the “CEO”) or any other officer to whom Executive reports. Executive shall have such responsibilities, power and authority as those normally associated with such position in public companies of a similar stature; provided, however, Executive’s position and duties shall be subject to the review, modification and control of the Board, the Bank Board, the CEO or any other officer to whom Executive reports.

(c)

(a)

Annual Base Salary. During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary”) of no less than $250,000.00, payable in accordance with CapStar’s regular payroll practices. The Annual Base Salary shall be reviewed annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee”) for possible increase, as determined in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time.

(b)

Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn, for each fiscal year of CapStar, an annual bonus (the “Annual Bonus”) with a target opportunity (the “Target Annual Bonus Opportunity”) of no less than 25 % of Executive’s Annual Base Salary, with the actual amount of the Annual Bonus determined based on satisfaction of the applicable performance goals. The range of Annual Bonus is subject to change but at the time of the Effective Date the threshold opportunity (which shall be subject to satisfying applicable performance goals at the threshold level) is 50% of Target Annual Bonus (Threshold) and the maximum opportunity (which shall be subject to satisfying applicable performance goals at the maximum level) is 150% of Target Annual Bonus (Maximum). The Annual Bonus shall be payable at the same time as bonuses are generally payable to similarly situated employees of CapStar subject to Executive’s continued employment with CapStar or its Affiliates through such date.

(a)

(v)

(d)

(e)

(f)

(a)

(i)

(ii)

(iii)

(v)

(vii)

(b)

(c)

(a)

(b)

(d)

(e)

(f)

(g)

(i)

10.

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(b)

(c)

(i)

(ii)

(iii)

(j)

(k)

(l)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is executed by John Davis (“Executive”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement (the “Employment Agreement”), dated as of June 1, 2022 by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Executive. Terms that are capitalized but not defined herein shall have the meanings set forth in the Employment Agreement.

(m)

(n)

(o)

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

WHEREAS, the Company and the Bank desire to retain Executive’s services in the role of Chief Credit Officer

WHEREAS, the Company, the Bank and Executive desire to enter into this Agreement to set forth the terms of Executive’s service to the Company and the Bank.

(c)

(a)

Annual Base Salary. During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary”) of no less than $210,000.00, payable in accordance with CapStar’s regular payroll practices. The Annual Base Salary shall be reviewed annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee”) for possible increase, as determined in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time.

(b)

Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn, for each fiscal year of CapStar, an annual bonus (the “Annual Bonus”) with a target opportunity (the “Target Annual Bonus Opportunity”) of no less than 10% of Executive’s Annual Base Salary, with the actual amount of the Annual Bonus determined based on satisfaction of the applicable performance goals. The range of Annual Bonus is subject to change but at the time of the Effective Date the threshold opportunity (which shall be subject to satisfying applicable performance goals at the threshold level) is 50% of Target Annual Bonus (Threshold) and the maximum opportunity (which shall be subject to satisfying applicable performance goals at the maximum level) is 150% of Target Annual Bonus (Maximum). The Annual Bonus shall be payable at the same time as bonuses are generally payable to similarly situated employees of CapStar subject to Executive’s continued employment with CapStar or its Affiliates through such date.

(a)

(v)

(d)

(e)

(f)

(a)

(i)

(ii)

(iii)

(v)

(vii)

(b)

(c)

(a)

(b)

(d)

(e)

(f)

(g)

(i)

10.

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(b)

(c)

(i)

(ii)

(iii)

(j)

(k)

(l)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is executed by Kevin Lambert (“Executive”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement (the “Employment Agreement”), dated as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Executive. Terms that are capitalized but not defined herein shall have the meanings set forth in the Employment Agreement.

(m)

(n)

(o)

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

WHEREAS, the Company and the Bank desire to retain Executive’s services in the role of Chief Administrative Officer

WHEREAS, the Company, the Bank and Executive desire to enter into this Agreement to set forth the terms of Executive’s service to the Company and the Bank.

(c)

(a)

Annual Base Salary. During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary”) of no less than $208,000.00, payable in accordance with CapStar’s regular payroll practices. The Annual Base Salary shall be reviewed annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee”) for possible increase, as determined in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time.

(b)

(a)

(v)

(d)

(e)

(f)

(a)

(i)

(ii)

(iii)

(v)

(vii)

(b)

(c)

(a)

(b)

(d)

(e)

(f)

(g)

(i)

10.

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(b)

(c)

(i)

(ii)

(iii)

(j)

(k)

(l)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is executed by Jennie O’Bryan (“Executive”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement (the “Employment Agreement”), dated as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Executive. Terms that are capitalized but not defined herein shall have the meanings set forth in the Employment Agreement.

(m)

(n)

(o)

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of June 1 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Amy Goodin (“Executive”).

WHEREAS, the Company and the Bank desire to retain Executive’s services in the role of Chief Risk Officer

WHEREAS, the Company, the Bank and Executive desire to enter into this Agreement to set forth the terms of Executive’s service to the Company and the Bank.

duties as may be reasonably assigned to Executive from time to time by the Board of Directors of the Company (the “Board”), the Board of Directors of the Bank (the “Bank Board”), the Chief Executive Officer of CapStar (the “CEO”) or any other officer to whom Executive reports. Executive shall have such responsibilities, power and authority as those normally associated with such position in public companies of a similar stature; provided, however, Executive’s position and duties shall be subject to the review, modification and control of the Board, the Bank Board, the CEO or any other officer to whom Executive reports.

(c)

(a)

Annual Base Salary. During the Employment Period, Executive shall receive an annual base salary (the “Annual Base Salary”) of no less than $150,000.00, payable in accordance with CapStar’s regular payroll practices. The Annual Base Salary shall be reviewed annually by the Board or an appropriate committee thereof (the Board or such committee, the “Committee”) for possible increase, as determined in the discretion of the Committee. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so adjusted from time to time.

(b)

Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn, for each fiscal year of CapStar, an annual bonus (the “Annual Bonus”) with a target opportunity (the “Target Annual Bonus Opportunity”) of no less than 10% of Executive’s Annual Base Salary, with the actual amount of the Annual Bonus determined based on satisfaction of the applicable performance goals. The range of Annual Bonus is subject to change but at the time of the Effective Date the threshold opportunity (which shall be subject to satisfying applicable performance goals at the threshold level) is 50% of Target Annual Bonus (Threshold) and the maximum opportunity (which shall be subject to satisfying applicable performance goals at the maximum level) is 150% of Target Annual Bonus (Maximum). The Annual Bonus shall be payable at the same time as bonuses are generally payable to similarly situated employees of CapStar subject to Executive’s continued employment with CapStar or its Affiliates through such date.

(a)

(v)

(d)

(e)

(f)

(a)

(i)

(ii)

(iii)

(v)

(vii)

(b)

(c)

(a)

(b)

(d)

(e)

(f)

(g)

(i)

10.

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(b)

(c)

(i)

(ii)

(iii)

(j)

(k)

(l)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

THIS GENERAL RELEASE OF CLAIMS (this “Release”) is executed by Amy Goodin (“Executive”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement (the “Employment Agreement”), dated as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Executive. Terms that are capitalized but not defined herein shall have the meanings set forth in the Employment Agreement.

(m)

(n)

(o)

IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.

THIS Change in Control CONTINUITY AGREEMENT (this “Agreement”) is made and entered into, as of June 1, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Michael Fowler (“Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) and the Board of Directors of the Bank (the “Bank Board”) have determined that it is in the best interests of the Company, the Bank and their respective stockholders to assure that CapStar will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below); and

WHEREAS, the Board and the Bank Board believe it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage Executive’s full attention and dedication to CapStar and in the event of any threatened or pending Change in Control, and to provide Executive with compensation and benefits arrangements upon a Change in Control that are competitive with those of other companies.

NOW, THEREFORE, in order to accomplish the foregoing objectives and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

(i)

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company;

(ii)

A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, any individual who becomes a member of the Board subsequent to the date of this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board;

(iii)

The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(c)

“Change in Control Period” shall mean the period commencing on June 1, 2022 and ending on the third anniversary of the date thereof; provided that at the end of each month of the Change in Control Period, the Change in Control Period shall extend automatically for an additional month, such that Change in Control Period shall expire on the third anniversary of such extension date, until any party provides the other parties advance written notice of its desire to cease extending the Change in Control Period. If the Change in Control Period expires by its terms due to either CapStar’s or Executive’s non-renewal, all parties’ obligations under this Agreement shall cease upon expiration of the Change in Control Period.

(d)

“CIC Effective Date” shall mean the first date during the Change in Control Period on which a Change in Control occurs. Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment with CapStar is terminated by CapStar, (ii) the Date of Termination is prior to the date on which a Change in Control occurs, and (iii) it is reasonably demonstrated by Executive that such termination of employment (A) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control or (B) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement, the “CIC Effective Date” means the date immediately prior to such Date of Termination.

(a)

Position and Duties. (i) During the Employment Period, (A) Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all respects with the most significant of those held, exercised and assigned to Executive at any time during the 120‑day period immediately preceding the CIC Effective Date, and (B) Executive’s services shall be performed at [CapStar’s principal executive offices, which are located in Nashville Tennessee, subject to business travel at CapStar’s request].

(i)

During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of CapStar and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of CapStar in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive prior to the CIC Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the CIC Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s responsibilities to CapStar.

(b)

Compensation. (i) Base Salary. During the Employment Period, Executive shall receive an annual base salary (“Annual Base Salary”), that shall be paid at an annual rate, at least equal to twelve (12) multiplied by the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to Executive by CapStar and its Affiliates in respect of the twelve (12)‑month period immediately preceding the month in which the CIC Effective Date occurs. The Annual Base Salary shall be paid at such intervals as CapStar pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be periodically reviewed and increased in the same manner and proportion as the base salaries of other senior executives of CapStar and its Affiliates, but in no event shall such review and adjustment be more than twelve (12) months after the last salary increase awarded to Executive prior to the CIC Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(i)

Annual Bonus. In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the greater of (A) the target annual bonus opportunity for which Executive was eligible as of immediately prior to the CIC Effective Date and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the CIC Effective Date (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the CIC Effective Date during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”). Each such Annual Bonus shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Bonus is

(ii)

Savings and Retirement Plans. During the Employment Period, Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs applicable generally to other peer executives of CapStar and its Affiliates, but in no event shall such plans, practices, policies and programs provide Executive with savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by CapStar and its Affiliates for Executive under such plans, practices, policies and programs as in effect at any time during the 120‑day period immediately preceding the CIC Effective Date or, if more favorable to Executive, those provided generally at any time after the CIC Effective Date to other peer executives of CapStar and its Affiliates.

(iii)

Welfare and Insurance Benefit Plans. During the Employment Period, Executive and/or Executive’s dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare and insurance benefit plans, practices, policies and programs provided by CapStar and its Affiliates, including medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs (“CapStar Welfare Benefit Plans”) to the extent applicable generally to other peer executives of CapStar and its Affiliates, but if the CapStar Welfare Benefit Plans provide Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for Executive at any time during the 120‑day period immediately preceding the CIC Effective Date or, if more favorable to Executive, those provided generally at any time after the CIC Effective Date (the “Former CapStar Welfare Benefit Plans”), CapStar shall provide Executive with supplemental arrangements (such as individual insurance coverage purchased by CapStar for Executive) such that the CapStar Welfare Benefit Plans together with such supplemental arrangements provide Executive with benefits that are at least as favorable, in the aggregate, as those provided by the Former CapStar Welfare Benefit Plans.

(iv)

Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the most favorable policies, practices and procedures of CapStar and its Affiliates in effect for Executive at any time during the 120‑day period immediately preceding the CIC Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of CapStar and its Affiliates.

(vi)

Office and Support Staff. During the Employment Period, Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to Executive by CapStar and its Affiliates at any time during the 120‑day period immediately preceding the CIC Effective Date or, if more favorable to Executive, as provided generally at any time thereafter with respect to other peer executives of CapStar and its Affiliates.

(a)

Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period. If CapStar determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice in accordance with Section 11(b) of its intention to terminate Executive’s employment. In such event, Executive’s employment with CapStar shall terminate effective on the 30th day after receipt of such notice by Executive (the “Disability Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full‑time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of Executive from Executive’s duties with CapStar on a full‑time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by CapStar or its insurers and acceptable to Executive or Executive’s legal representative.

For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of CapStar and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Bank Board (or a committee thereof), or if the Company is not the ultimate parent entity of the Company, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Company (the “Applicable Board”), or based upon the advice of counsel for CapStar and its Affiliates shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of CapStar and its Affiliates. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding Executive if Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, Executive is guilty of the conduct constituting grounds for termination for “Cause”, and specifying the particulars thereof in detail.

(iv)

The requirement that Executive be based at (A) any office or location other than as provided in Section 3(a)(i)(B) resulting in a material increase in Executive’s commute to and from Executive’s primary residence (for this purpose an increase in Executive’s commute by twenty (20) miles or more shall be deemed material); or (B) a location other than the principal executive offices of CapStar if Executive was employed at such location immediately preceding the CIC Effective Date;

In order to invoke a termination for Good Reason, Executive shall provide written notice to CapStar of the existence of one or more of the conditions described in clauses (i) through (vi) within 90 days following Executive’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and CapStar shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that CapStar fails to remedy the condition constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within two years following the initial existence of such condition or conditions in order for such termination as a result of such condition to constitute a termination for Good Reason. The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (vi) shall not affect Executive’s ability to terminate employment for Good Reason and Executive’s death following delivery of a Notice of Termination for Good Reason shall not affect Executive’s estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.

indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 days after the giving of such notice) (subject to CapStar’s right to cure in the case of a resignation for Good Reason). The failure by Executive or CapStar to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or CapStar, respectively, hereunder or preclude Executive or CapStar, respectively, from asserting such fact or circumstance in enforcing Executive’s or CapStar’s rights hereunder.

(e)

Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by CapStar for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if Executive’s employment is terminated by CapStar other than for Cause or Disability, the date on which CapStar notifies Executive of such termination, (iii) if Executive resigns without Good Reason, the date on which Executive notifies CapStar of such termination and (iv) if Executive’s employment is terminated by reason of death or Disability, the date of death of Executive or the Disability Date, as the case may be.

(A)

the sum of (I) Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (II) Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vi) but have not been reimbursed by CapStar as of the Date of Termination; and (III) Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in subclauses (I), (II) and (III), the “Accrued Obligations”); and (IV) an amount equal to the product of (x) the Annual Bonus Amount and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, multiplied by the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if Executive has made an irrevocable election under any deferred compensation

arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clause (I) or (III), then for all purposes of this Section 5 (including Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (I) or (III), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and

(ii)

any equity-based awards held by Executive as of the Date of Termination shall vest in full (with any performance goals deemed satisfied at the target level) and shall be settled within thirty (30) days following the Date of Termination (or such later date as required by Section 409A of the Code); provided that if the plan or award agreement governing such equity-based award provides for more favorable treatment, the terms of such plan or award agreement shall apply (the “Equity Award Treatment”); and

(iii)

an amount equal to Company’s and its Affiliates’ contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by CapStar or its Affiliates, in which Executive participates as of immediately prior to the Date of Termination (or, if more favorable to Executive, the plans as in effect immediately prior to the CIC Effective Date) (collectively, the “Savings Plans”) that Executive would receive if Executive’s employment continued for the Severance Period, assuming for this purpose that (A) Executive is fully vested in the right to receive employer contributions under such plans; (B) Executive’s compensation during each year of the Severance Period is equal to the Annual Base Salary and the Annual Bonus Amount, and such amounts are paid in equal installments ratably over each year of the Severance Period; (C) Executive received an Annual Bonus with respect to the year in which the Date of Termination occurs equal to the Pro Rata Bonus, unless a contribution in respect of such Annual Bonus has already been credited to Executive under the Savings Plans; (D) the amount of any such employer contributions is equal to the maximum amount that could be provided under the terms of the applicable Savings Plans for the year in which the Date of Termination occurs (or, if more favorable to Executive, or in the event that as of the Date of Termination the amount of any such contributions for such year is not determinable, the amount of contribution that could be provided under the Savings Plans for the plan year ending immediately prior to the CIC Effective Date) for a participant whose compensation is as provided in clauses (B) and (C) above; and (E) to the extent that the employer contributions are determined based on the contributions or deferrals of Executive, disregarding Executive’s actual contributions or deferral elections as of the Date of Termination and assuming that Executive had elected to participate in the Savings Plans and to defer that

(iv)

an amount equal to the product of (A) the sum of (x) 125% of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Termination, and (y) 125% of the monthly premium for coverage (based on the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the Date of Termination (or, if more favorable to Executive, the plans as in effect immediately prior to the CIC Effective Date), multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period;

(vi)

except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, CapStar and its Affiliates shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of CapStar and its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements.

(b)

Death. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, CapStar shall provide Executive’s estate or beneficiaries with the Accrued Obligations, the Pro Rata Bonus, the Equity Award Treatment and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations and the Pro Rata Bonus shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable). With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(b) shall include, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by CapStar and its Affiliates to the estates and beneficiaries of peer executives of CapStar and such Affiliates under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect

(c)

Disability. If Executive’s employment is terminated by reason of Executive’s Disability during the Employment Period, CapStar shall provide Executive with the Accrued Obligations, Pro Rata Bonus and Equity Award Treatment and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no other severance obligations under this Agreement. The Accrued Obligations and the Pro Rata Bonus shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable). With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and Executive shall be entitled after the Disability Date to receive, without limitation, disability and other benefits (either pursuant to a plan, program, practice or policy or an individual arrangement) at least equal to the most favorable of those generally provided by CapStar and its Affiliates to disabled executives and/or their dependents in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their dependents at any time during the 120-day period immediately preceding the CIC Effective Date or, if more favorable to Executive and/or Executive’s dependents, as in effect at any time thereafter generally with respect to other peer executives of CapStar and its Affiliates and their dependents.

(d)

Cause; Other Than for Good Reason. If Executive’s employment is terminated for Cause during the Employment Period, CapStar shall provide Executive with Executive’s Annual Base Salary (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable) through the Date of Termination, and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. If Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, CapStar shall provide to Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In each case, the Accrued Obligations and the Pro Rata Bonus shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable).

Non‑exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by CapStar or any of its Affiliates and for which Executive may qualify, nor, subject to Section 11(j), shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with CapStar or its Affiliates. Amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with CapStar or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the

generality of the foregoing, Executive’s resignation under this Agreement with or without Good Reason shall in no way affect Executive’s ability to terminate employment by reason of Executive’s “retirement” under any compensation and benefits plans, programs or arrangements of CapStar or its Affiliates, including any retirement or pension plans or arrangements or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of CapStar or any of its Affiliates, including any retirement or pension plan or arrangement of CapStar or any of its Affiliates or substitute plans adopted by CapStar or its successors, and any termination that otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan. Notwithstanding the foregoing, if Executive receives payments and benefits pursuant to Section 5(a) of this Agreement, Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of CapStar and its Affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

(a)

Full Settlement. CapStar’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set‑off, counterclaim, recoupment, defense or other claim, right or action that CapStar may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

(a)

Legal Fees. CapStar shall pay as incurred (within ten (10) days following CapStar’s receipt of an invoice from Executive), at any time from the CIC Effective Date through Executive’s remaining lifetime (or, if longer, through the twentieth (20th) anniversary of the CIC Effective Date) to the full extent permitted by law, all legal fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by CapStar, Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof whether such contest is between CapStar and Executive or between either of them and any third party, and (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the date such legal fees and expenses were incurred.

(a)

Anything in the Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the

Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder.

(b)

If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, CapStar shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon CapStar and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Termination of Employment. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c)”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the Accounting Firm’s determination. All fees and expenses of the Accounting Firm shall be borne solely by CapStar.

(c)

To the extent requested by Executive, CapStar shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of CapStar (within the meaning of Q&A‑2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A‑9 and Q&A‑40 to Q&A‑44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A‑2(a) of the final regulations under Section 280G of the Code in accordance with Q&A‑5(a) of the final regulations under Section 280G of the Code.

(i)

“Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by CapStar prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

(ii)

“Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)

At-Will Employment. Executive and CapStar acknowledge that, except as may otherwise be provided under any other written agreement between Executive and CapStar, the employment of Executive by CapStar is “at will” and, subject to Section 1(d) of this Agreement, prior to the CIC Effective Date, Executive’s employment may be terminated by either Executive or CapStar at any time prior to the CIC Effective Date, in which case Executive shall have no further rights under this Agreement. From and after the CIC Effective Date, except as specifically provided herein, this Agreement shall supersede the Employment Agreement. For the avoidance of doubt, prior to the CIC Effective Date, the Employment Agreement shall continue to govern the relationship between the parties.

(i)

(ii)

(iii)

Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by CapStar and its Affiliates as in effect on the Termination Date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’s separation from service on account of Executive’s separation from service shall instead be paid, with Interest (based on the rate in effect for the month in which the Executive’s separation from service occurs), on the first business day of the seventh month following Executive’s separation from service (the “Delayed Payment Date”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’s death.

(i)

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with CapStar and its Affiliates, including Executive’s severance entitlements, and, as of the CIC Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and CapStar or its Affiliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any benefit plans (including equity award agreements) of CapStar or its Affiliates that are applicable to Executive, except to the extent that the terms of this Agreement are more favorable to Executive.

(iii)

CapStar shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of CapStar to assume expressly and agree to perform this Agreement in the same manner and to the same extent that CapStar would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” and “Bank shall mean the Company and the Bank as hereinbefore defined and any successor to their respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

(i)

(ii)

(iii)

(c)

(d)

(a)

(i)

During the Employment Period and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of CapStar and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of CapStar in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Executive prior to the CIC Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the CIC Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s responsibilities to CapStar.

(b)

(i)

(ii)

(iii)

(iv)

(vi)

(a)

(iv)

(e)

(A)

(ii)

(iii)

(iv)

(vi)

(b)

(c)

(d)

(a)

(b)

(c)

(i)

(ii)

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)

(i)

(ii)

(iii)

(i)

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with CapStar and its Affiliates, including Executive’s severance entitlements, and, as of the CIC Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and CapStar or its Affiliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any benefit plans (including equity award agreements) of CapStar or its Affiliates that are applicable to Executive, except to the extent that the terms of this Agreement are more favorable to Executive.

(iii)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

(i)

(ii)

(iii)

(c)

(d)

(a)

(i)

(b)

(i)

(ii)

(iii)

(iv)

(vi)

(a)

(iv)

(e)

(A)

(ii)

(iii)

(iv)

(vi)

(b)

(c)

(d)

(a)

(b)

(c)

(i)

(ii)

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)

(i)

(ii)

(iii)

(i)

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with CapStar and its Affiliates, including Executive’s severance entitlements, and, as of the CIC Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and CapStar or its Affiliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any benefit plans (including equity award agreements) of CapStar or its Affiliates that are applicable to Executive, except to the extent that the terms of this Agreement are more favorable to Executive.

(iii)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

(i)

(ii)

(iii)

(c)

(d)

(a)

(i)

(b)

(i)

(ii)

(iii)

(iv)

(vi)

(a)

(iv)

(e)

(A)

(ii)

(iii)

(iv)

(vi)

(b)

(c)

(d)

(a)

(b)

(c)

(i)

(ii)

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)

(i)

(ii)

(iii)

(i)

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with CapStar and its Affiliates, including Executive’s severance entitlements, and, as of the CIC Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and CapStar or its Affiliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any benefit plans (including equity award agreements) of CapStar or its Affiliates that are applicable to Executive, except to the extent that the terms of this Agreement are more favorable to Executive.

(iii)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.

(i)

(ii)

(iii)

(c)

(d)

(a)

(i)

(b)

(i)

(ii)

(iii)

(iv)

(vi)

(a)

(iv)

(e)

(A)

(ii)

(iii)

(iv)

(vi)

(b)

(c)

(d)

(a)

(b)

(c)

(i)

(ii)

(a)

If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)

(i)

(ii)

(iii)

(i)

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with CapStar and its Affiliates, including Executive’s severance entitlements, and, as of the CIC Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and CapStar or its Affiliates, on the other hand. For the avoidance of doubt, this Agreement does not limit the terms of any benefit plans (including equity award agreements) of CapStar or its Affiliates that are applicable to Executive, except to the extent that the terms of this Agreement are more favorable to Executive.

(iii)

IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.