EX-10.2



 Exhibit 10.2 

AVENUE FINANCIAL HOLDINGS, INC. 

ANNUAL EXECUTIVE INCENTIVE PLAN 

ANNUAL BONUS AWARD AGREEMENT 

FOR 
 Fiscal Year 2015

 Section 1. Establishment 

This Bonus Pool Award Agreement (the “Agreement”) is entered into as of the     day of 2015 by and between Avenue
Financial Holdings, Inc., a Tennessee corporation (the “Company”), and                    , an individual resident of the State of
Tennessee (“Participant”). 
 Section 2. The Plan 

The Company has established the Avenue Financial Holdings, Inc., Annual Executive Incentive Plan (the “Plan”) for certain executive
officers. Participant has been selected by the Compensation Committee of the Company’s Board of Directors (the “Committee”) to be eligible to participate in the Plan. Participant hereby acknowledges receipt of a copy of the Plan. This
Annual Bonus Award Agreement made to Participant hereby is subject to all of the terms and conditions of the Plan, which terms and conditions are hereby incorporated by reference herein and made a part hereof. 

Section 3. Conditions to Participation 

As a condition to participate in the Plan and to receive an annual bonus award, Participant shall execute and return to the Committee a
duplicate of this Agreement. 
 Section 4. Performance Based Award 

(a) Performance-Based Award. The annual bonus award evidenced by this Agreement is intended to be a performance-based award within the
meaning of the Plan. 
 (b) Performance Period. This award applies to the Performance Period commencing January 1, 2015 and
ending December 31, 2015 (the “Performance Period”). 
 (b) Performance Targets. The Committee has established
threshold, target and maximum bonus payments for the Performance Period under this annual bonus award with respect to the Participant as set forth on Appendix I attached hereto based on the Committee’s determination as to whether the
Participant has satisfied the relative goals for each performance factor set forth on Appendix I. All determinations as to whether individual goals are satisfied, in whole or in part, will be made by the Committee and such determinations shall be
final. 
 Section 5. Earned Awards 

Following December 31, 2015 and prior to payment of any amount to any Participant under the Plan, the Committee must certify in writing as
to the computation of the annual bonus award. 
 Section 6. Award Payments 

On or around February 29, 2016, and following the computation of the annual bonus award, the Participant shall be paid an amount equal to
the earned award as follows: (i) 80% of the earned award will be payable in cash and (ii) 20% of the award will be payable, at the Committee’s discretion, in shares of restricted common stock of the Company issued pursuant to the
Company’s 2012 Long Term Incentive Plan, or LTIP. Any shares of restricted common stock shall be subject to the terms and conditions of the LTIP plan. Any portion of the payment made in the form of restricted stock awards will not be
transferable by the Participant until the restrictions on such awards lapse which shall occur as to one-half of the awards if the Participant remains an employee of the Company or one of its subsidiaries on December 31, 2016 and as to the other
half of the awards if the Participant remains an employee of the Company or one of its subsidiaries on December 31, 2017. During the period that any shares of 







 
the restricted stock awards are subject to restriction on transfer, the Participant shall not be entitled to vote such shares or to receive dividends with respect to such shares and the
Participant covenants and agrees not to exercise any voting rights or accept any dividends with respect to shares subject to such restriction during such period. 

Section 7. Nature of Payments 
 Any
and all payments pursuant to any annual bonus award granted hereunder shall constitute special incentive payments to the Participant, and such payments shall not be taken into account in computing the amount of the Participant’s salary or
compensation for purposes of determining any pension, retirement, death or other benefits under (i) any pension, retirement, profit sharing, bonus, life insurance or other employee benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company (or any Affiliate) and the Participant, except to the extent that such plan or agreement expressly provides to the contrary. 

Section 8. Interpretations 
 This
Agreement is subject in all respects to the terms of the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising
under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest. 

Section 9. Governing Law 
 This Bonus
Award Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts, of the State of Tennessee. 

IN WITNESS WHEREOF, the parties hereto have entered into this Annual Bonus Award Agreement for Fiscal Year 2015 as of the date first set forth
herein. 
  

			
	AVENUE FINANCIAL HOLDINGS, INC.
		
	By:		  

		
	Its:		  

	PARTICIPANT
	  










 APPENDIX I 

FISCAL YEAR 2015 BONUS AWARD OBJECTIVES AND AMOUNTS 

[insert matrix of performance factors, factor weight, threshold goal, target goal, maximum goal, and payout as percent of salary, as approved by the
compensation committee for each participant]