Exhibit 10.3


 


NONQUALIFIED STOCK OPTION AWARD


PURSUANT TO THE SERVISFIRST BANCSHARES,
INC.


AMENDED AND RESTATED 2009 STOCK INCENTIVE
PLAN


 


THIS AWARD (the “Award”)
is made as of the Grant Date by ServisFirst Bancshares, Inc., a Delaware corporation, (the “Company”) to the Optionee
designated below pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”).


 


Upon and subject to
the restrictions, terms and conditions set forth in the Plan, the Company hereby awards as of the Grant Date to Optionee a Nonqualified
Stock Option (the “Option”), as described below, to purchase the Option shares. The Option is governed by the terms
of this Award and the Plan.


 


A.           Optionee:
                                     .


 


B.           Grant
Date:                                      .


 


C.           Type
of Option: Nonqualified Stock Option.


 


D.           Option
Shares: All or any part of                    
shares of the Company's $.001 par value common stock (the “Common Stock”), subject to adjustment as provided in
the Plan.


 


E.           Exercise
Price: $             _ per share, subject to adjustment as provided
in the Plan. The Exercise Price is, in the judgment of the Committee, not less than 100% of the Fair Market Value of a share of
Common Stock on the Grant Date.


 


F.           Vesting
Schedule: The Option shares shall become vested in accordance with Schedule 1 hereto.


 


G.           Acceleration
of Vesting: Unvested Options may become vested before the time at which such Options would normally become vested by the passage
of time – that is, the vesting may accelerate. The instances in which Option shares accelerate are detailed in Schedule 1
hereto.


 


H.           Option
Period: The Option may be exercised only during the Option Period that commences on the Grant Date and ends, subject to earlier
termination as provided in the Plan, on the tenth (10th) anniversary of the Grant Date. Note that other limitations
to exercising the Option, as described in the Plan, may apply.


 


I.           Exercise:
Subject to the provisions of the Plan, the Option may be exercised with respect to all or a portion of the vested Option shares
at any time during the Option Period by delivery to the Company, at its principal place of business, of:


 


		a.	a written notice of exercise in substantially the form
attached hereto as Exhibit 1, which shall be actually delivered to the Company no earlier than thirty (30) days and no later than
ten (10) days prior to the date upon which the Optionee desires to exercise all or any portion of the Option;



 




     


     


    

 


		b.	payment to the Company of the Exercise Price multiplied
by the number of Option shares being purchased (the “Purchase Price”); and



 


		c.	if not delivered previously, a written Notice of Withholding
Election in substantially the form attached hereto as Exhibit 2.



 


J.           Capitalized
Terms. Capitalized terms not otherwise defined in this Award will have the meaning set forth in the Plan.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Company has executed and sealed this Award as of the Grant Date set forth above.


 


	ServisFirst Bancshares, Inc.	 	Optionee
	 	 	 
	By:	 	 	Signature:	 
	 	 	 	 	 
	Its:	 	 	Name:	 


 




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EXHIBIT 1


NOTICE OF EXERCISE OF


STOCK OPTION TO PURCHASE


COMMON STOCK OF


SERVISFIRST BANCSHARES, INC.


 


	 	Name:	 
	 	Address:	 
	 	 	 
	 	Date:	 


 





	ServisFirst Bancshares, Inc.	 
	 	 
	 	 
	Attn: Chief Executive Officer	 


 


Re: Exercise of Nonqualified Stock Option


 


Gentlemen:


 


Subject to acceptance hereof by ServisFirst
Bancshares, Inc., a Delaware corporation, (the “Company”) and pursuant to the provisions of the ServisFirst Bancshares,
Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”), I hereby give notice of my election to exercise options
granted to me to purchase ___________ shares of Common Stock of the Company under the Nonqualified Stock Option Award (the “Award”)
dated as of _________________. The purchase shall take place as of _________________ (the “Exercise Date”).


 


On or before the Exercise Date, I will
pay the applicable Purchase Price as follows:


 


 ̈
by delivery of cash or a certified check in the amount of $___________ for the full Purchase Price payable to the order of ServisFirst
Bancshares, Inc. 


 


 ̈
by having the Company withhold shares of the Common Stock of the Company issuable pursuant to the exercise having an aggregate
Fair Market Value (valued at the date of exercise) that is equal to the Purchase Price.


 


 ̈
by delivery of shares of the Common Stock of the Company owned by me and acceptable to the Committee having an aggregate Fair Market
Value (valued at the date of exercise) that is equal to the Purchase Price.


 


If applicable, the Company shall withhold
from the shares issuable pursuant to the exercise a whole number of shares having an aggregate Fair Market Value equal to or in
excess of the Purchase Price. Any fractional share amounts will be settled in cash.


 


The required federal, state and local income
tax withholding obligations, if any, on the exercise of the Award shall also be paid on or before the Exercise Date in cash or
with previously owned shares of Common Stock, as provided in the Award, or in the manner provided in the Withholding Election previously
tendered or to be tendered to the Company no later than the Exercise Date.


 


As soon as the stock certificate is registered
in my name, please deliver it to me at the above address.


 




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	 	Very truly yours,
	 	 
	 	 
	 	Signature
	 	 
	 	Number of Shares Exercised:	 
	 	 	 
	 	Number of Shares Remaining:	 
	 	 


Date:
                                                 


 


AGREED TO AND ACCEPTED:


 


ServisFirst
Bancshares, Inc.


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Its:	 	 


 




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EXHIBIT 2


NOTICE OF WITHHOLDING ELECTION


SERVISFIRST BANCSHARES, INC.


 


	 	Name:	 
	 	Address:	 
	 	 	 
	 	Date:	 


 


	ServisFirst Bancshares, Inc.	 
	 	 
	 	 
	Attn: Chief Executive Officer	 


 


RE: Withholding Election


 


This election relates to the Option identified
in Paragraph 3 below. I hereby certify that:


 


		1.	My correct name and social security number and my current
address are set forth at the end of this document.



 


		2.	I am (check one, whichever is applicable).



 


 ̈
the original recipient of the Option.


 


 ̈
the legal representative of the estate of the original recipient of the Option.


 


		3.	The Option to which this election relates was issued under
the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (the “Plan”) in the name of _____________________
for the purchase of a total of _________ shares of Common Stock of the Company. This election relates to shares of Common Stock
issuable upon exercise of the Option, provided that the numbers set forth above shall be deemed changed as appropriate to reflect
the applicable Plan provisions.



 


		4.	In connection with any exercise of the Option with respect
to the Common Stock, I hereby elect:



 


 ̈
to remit to the Company an amount, payable in cash or by check, sufficient to satisfy federal, state, and local, if any, taxes
arising from the exercise.


 


 ̈
to have certain of the shares issuable pursuant to the exercise withheld by the Company for the purpose of having the value of
the shares applied to pay federal, state, and local, if any, taxes arising from the exercise.


 


 ̈
to tender shares held by me for a period of at least six (6) months prior to the exercise of the Option for the purpose of having
the value of the shares applied to pay such taxes.


 


		5.	The shares to be withheld or tendered, as applicable, shall
have, as of the Tax Date, a Fair Market Value equal to the statutory tax withholding requirement under federal, state, and local
law in connection with the exercise.



 




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		6.	This Withholding Election is made no later than the Tax
Date and is otherwise timely made pursuant to the Plan.



 


		7.	I understand that this Withholding Election may not be
revised, amended or revoked by me.



 


		8.	I further understand that, if applicable, the Company shall
withhold from the shares a whole number of shares having a value sufficient to pay federal, state and local, if any, taxes arising
from the exercise.



 


		9.	The Plan has been made available to me by the Company.
I have read and understand the Plan and I have no reason to believe that any of the conditions to the making of this Withholding
Election have not been met.



 


		10.	Capitalized terms used in this Notice of Withholding Election
without definition shall have the meanings given to them in the Plan.



 


	 	 
	Signature	 
	 	 
	 	 
	Name (Printed)	 
	 	 
	 	 
	Social Security Number	 
	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Date:	 	 


 




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SCHEDULE 1


VESTING SCHEDULE


NONQUALIFIED STOCK OPTION AWARD


ISSUED PURSUANT TO THE


SERVISFIRST BANCSHARES, INC. 


AMENDED AND RESTATED 2009 STOCK INCENTIVE
PLAN


 


		A.	The Option shares shall become vested Option shares following
completion of the years of service as an employee of the Company or any Subsidiary as indicated in the schedule below.



 


	
        Number of Option Shares

        which are Vested Shares
	 	
        Years of Service

        after the Grant Date

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


		B.	Notwithstanding Part A, accelerated vesting may apply in
the following circumstances:



 


	Event	 	Condition for Acceleration	 	Effective Date of Acceleration
	Death	 	If you die.	 	Death
	Disability	 	If your employment is terminated due to your Disability as defined in the Plan.	 	Your termination date
	Change in Control	 	A Change in Control, as defined by the Plan, occurs.	 	The date of the Change in Control


 


		C.	For purposes of the Vesting Schedule, Optionee shall be
granted a year of service for each twelve-consecutive-month period following the Grant Date and during which Optionee continues,
at all times, as an employee of the Company or any Subsidiary.



 




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