Exhibit 10.3

	
	Exhibit 10.3
RSA Agreement (Severance Plan Participants)
Rev. January 2021

Restricted Stock Award No. ____



ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
Restricted Stock Award Agreement
(Employees)

Name of Participant:  _______________________
Grant Date:  ______________________________
Number of Shares Subject to Award:  __________


THIS AGREEMENT (together with Schedules A and B attached hereto, this
“Agreement”) is made effective as of the ____ day of _______________ (the “Grant Date”)
between Atlantic Capital Bancshares, Inc., a Georgia corporation (the “Company”), and
_______________________, an Employee of the Company or an Affiliate (the “Participant”).
R E C I T A L S:
In furtherance of the purposes of the Atlantic Capital Bancshares, Inc. 2015 Stock Incentive
Plan, as amended and/or restated (the “Plan”), and in consideration of the services of the
Participant and such other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Company and the Participant
under this Agreement shall in all respects be subject to and governed by the provisions of the Plan,
a copy of which is delivered herewith or has been previously provided to the Participant and the
terms of which are incorporated herein by reference. In the event of any conflict between the
provisions in this Agreement and those of the Plan, the provisions of the Plan shall govern, unless
the Administrator determines otherwise. Unless otherwise defined herein, capitalized terms in this
Agreement shall have the same definitions as set forth in the Plan.
2. Grant of Restricted Stock Award.
(a) The number of shares of the Company’s common stock (the “Common
Stock”) subject to the Restricted Stock Award (the “Award”) granted under this Agreement shall
be _____ shares (the “Shares”). Any portion of the Shares subject to the Award which have not
vested (due to continued service requirements, performance objectives or other conditions) shall
be referred to as “Unvested Shares.” Any portion of the Shares subject to the Award which were
granted without being subject to continued service, performance objectives or other conditions,
and/or shares as to which such conditions have been met or cancelled, shall be referred to as
“Vested Shares.”
(b) Subject to the terms of this Agreement and the Plan, the Company hereby
grants the Participant, as a matter of separate inducement and agreement in connection with his or 





	
	RSA Agreement (Severance Plan Participants)
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her employment with or service to the Company, and not in lieu of any salary or other
compensation for his or her services, this Award for that number of Shares as is set forth in this
Section 2. The Participant expressly acknowledges that the terms of Schedules A and B shall be
incorporated herein by reference and shall constitute part of this Agreement.
3. Share Certificates; Dividends and Voting Rights. Subject to the conditions of this
Section 3, a certificate or certificates representing the Shares subject to the Award shall be issued
in the name of the Participant promptly after the Grant Date. The Participant shall not be deemed
to be the holder of any of the Shares subject to the Award and shall not have any rights of a
shareholder unless and until certificates for such Shares have been issued to him or her. The
Administrator shall require, as a condition to the grant of the Award and the issuance of the Shares,
that (a) the Participant deliver the certificate(s) representing all of the Unvested Shares to the
Administrator or its designee to be held in escrow until the Award vests and is no longer subject
to a substantial risk of forfeiture (in which case the Shares shall be promptly released to the
Participant) or is forfeited (in which case the Shares shall be returned to the Company); and/or (b)
the Participant deliver to the Company a stock power, endorsed in blank (or similar instrument),
relating to the Unvested Shares and in addition to both (a) and (b), the Participant has executed
such other agreements required under Section 10(a). Upon the issuance and delivery of a certificate
for the Shares, the Participant shall have such rights and incidents of ownership of the Shares
acquired pursuant to the Award, including voting rights, as are permitted by the Plan, this
Agreement, any other agreements and any Applicable Law; provided, however, that, (a) except as
otherwise provided in Section 5(b) herein, any Unvested Shares subject to the Award (and any
related voting rights, dividend rights or other rights as a shareholder) shall be forfeited in the event
that the employment or service of the Participant terminates (for any reason) prior to the time such
Unvested Shares vest, and in the event of such termination or forfeiture, the Participant shall have
no rights with respect to the Award or the Unvested Shares; (b) all of the Shares subject to the
Award shall be subject to any restrictions applicable under the Plan (including but not limited to
the provisions of Section 18 therein), this Agreement and any other applicable agreements; and (c)
if any cash or non-cash dividends are declared and paid by the Company with respect to any Shares
subject to the Award (to the extent that the Award is not then vested), the Participant shall have
dividend rights with respect to such Shares, but such dividend rights shall be subject to the same
vesting schedule, forfeiture terms and other restrictions as are applicable to the underlying Shares.
4. Vesting of Award.
(a) Subject to the terms of the Plan and this Agreement, including but not
limited to Section 5 and Section 12 herein, the Award shall vest and be earned, and the Shares
subject to the Award shall vest and be earned, upon such date or dates, and subject to such
conditions, as are described on Schedule A, which is attached hereto and expressly made a part of
this Agreement. Without limiting the effect of the foregoing, the Shares subject to the Award may
vest in installments over a period of time, if so provided in Schedule A. The Participant expressly
acknowledges that the Award shall vest only upon such terms and conditions as are provided in
this Agreement (including but not limited to Schedule A) and otherwise in accordance with the
terms of the Plan. 





	
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Notwithstanding anything to the contrary herein, the Protective Covenants contained in the
Company’s Executive Severance and Change in Control Plan and related Participation Agreement
between the Company and the Participant (such plan and agreement collectively, the “Severance
Plan”), a copy of which Severance Plan is attached hereto as Schedule B and incorporated herein
by reference, shall remain in full force and effect according to their terms regardless of whether
the Participant’s rights under this Agreement have vested or not or have been forfeited or not.
(b) The Administrator has sole authority to determine whether and to what
degree the Award has vested and been earned and is payable and to interpret the terms and
conditions of this Agreement and the Plan.
5. Effect of Termination of Employment or Service.
(a) Except as otherwise provided in this Section 5 or in Section 12 herein, if the
employment or service of the Participant is terminated for any reason (whether by the Company
or the Participant and whether voluntary or involuntary or with or without Cause) (such date of
termination of employment or service being referred to as the “Termination Date”) and all or any
part of the Award has not vested or been earned pursuant to the terms of the Plan and this
Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination
Date, shall be forfeited immediately upon such termination, and the Participant shall have no
further rights with respect to the Award or the Shares underlying that portion of the Award that
has not yet been earned and vested (that is, the Unvested Shares). The Participant expressly
acknowledges and agrees that the termination of his or her employment or service shall (except as
may otherwise be provided in this Agreement or the Plan) result in forfeiture of the Award and the
Shares to the extent that the Award has not been earned and vested as of his or her Termination
Date.
(b) Notwithstanding the provisions of Section 5(a), and subject to the terms of
Section 3(c) of the Plan, the Award shall become 100% earned and vested upon the termination of
the Participant’s employment or service if and only if the Participant’s termination is due to:
(i) death;
(ii) Disability; or
(iii) Good Reason (as defined in the Severance Plan or, if the Participant
is not a participant in the Severance Plan, as defined in Section 5(c) of this Agreement).
(c) To the extent applicable pursuant to Section 5(b)(iii) herein, “Good
Reason” shall occur if during the Participant’s employment, the Participant’s employment is
materially and adversely altered by the Company, without the Participant’s consent, by:
(i) a material reduction in the Participant’s base salary;
(ii)  the assignment to the Participant of duties or responsibilities
materially inconsistent with, or a material diminution in, the Participant’s position,
authority, duties or responsibilities; or 





	
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(iii) the relocation of the Participant’s principal place of employment by
more than 30 miles from the location at which the Participant is stationed.
An event or condition that would otherwise constitute “Good Reason” shall constitute
Good Reason only if the Company fails to rescind or cure such event or condition within 30 days
after receipt from the Participant of written notice of the event which constitutes Good Reason,
and Good Reason shall cease to exist for any event or condition described herein on the 60th day
following the later of the occurrence or the Participant’s knowledge thereof, unless the Participant
has given the Company written notice thereof prior to such date.
The Administrator shall have the sole discretion to determine the basis for the Participant’s
termination of employment or service, including whether such termination is due to Disability,
Good Reason or Cause.
6. No Right of Continued Employment or Service; Forfeiture of Award; No Rights to
Future Awards. Neither the Plan, this Agreement, the grant of the Award nor any other action
related to the Plan shall confer upon the Participant any right to continue in the employ or service
of the Company or an Affiliate or to interfere in any way with the right of the Company or an
Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise
provided in the Plan or this Agreement or as may be determined by the Administrator, all rights of
the Participant with respect to the unvested portion of the Award shall terminate upon termination
of the Participant’s employment or service with the Company or an Affiliate. The Participant
acknowledges and agrees that the Company has no obligation to advise the Participant of the
expiration of the Award. The grant of the Award does not create any obligation to grant further
awards.
7. Nontransferability of Award. The Award shall not be transferable (including by
sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate
succession, and the Participant or other recipient of the Award shall not sell, transfer, assign,
pledge or otherwise encumber the Shares subject to the Award until the Restriction Period has
expired and all conditions to vesting have been met. The designation of a beneficiary in accordance
with the Plan does not constitute a transfer.
8. Superseding Agreement; Binding Effect. This Agreement supersedes any
statements, representations or agreements of the Company with respect to the grant of the Award,
and the Participant hereby waives any rights or claims related to any such statements,
representations or agreements. This Agreement does not supersede or amend the Severance Plan
or any existing confidentiality agreement, non-competition agreement, non-solicitation agreement,
employment agreement, consulting agreement or any other similar agreement between the
Participant and the Company, including but not limited to any restrictive covenants contained in
such agreements, which shall remain in full force and effect and enforceable in accordance with
their terms. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective executors, administrators, next-of-kin, successors and assigns.
9. Representations and Warranties of Participant. The Participant represents and
warrants to the Company that: 





	
	RSA Agreement (Severance Plan Participants)
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(a) Agrees to Terms of the Plan and Agreement. The Participant has received a
copy of the Plan, has read and understands the terms of the Plan and this Agreement and agrees to
be bound by their terms and conditions.
(b) Tax Consequences. The Participant acknowledges that he or she is solely
responsible and liable for the satisfaction of all taxes and penalties that may arise in connection
with the Award (including but not limited to any taxes arising under Code Section 409A), and the
Company shall not have any obligation to indemnify or otherwise hold the Participant harmless
from any or all such taxes. The Participant further acknowledges that the Company has made no
warranties or representations to the Participant with respect to the tax consequences (including but
not limited to income tax consequences) related to the transactions contemplated by this
Agreement, and the Participant is in no manner relying on the Company or its representatives for
an assessment of such tax consequences. The Participant acknowledges that there may be adverse
tax consequences upon acquisition or disposition of the Shares subject to the Award and that the
Participant should consult a tax advisor prior to such acquisition or disposition. The Participant
acknowledges that he or she has been advised that he or she should consult with his or her own
attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the
consequences thereof. The Participant also acknowledges that the Company has no responsibility
to take or refrain from taking any actions in order to achieve a certain tax result for the Participant.
10. Restrictions on Award and Shares.
(a) Other Agreements. As a condition to the issuance and delivery of the Shares
subject to the Award, or the grant of any benefit pursuant to the terms of the Plan, the Company
may require the Participant or other person to become a party to this Agreement, any shareholders’
agreement, other agreement(s) restricting the transfer, purchase or repurchase of shares of
Common Stock of the Company, voting agreement and/or employment agreements, consulting
agreements, non-competition agreements, confidentiality agreements, non-solicitation agreements
or other agreements imposing such restrictions as may be required by the Company. In addition,
without in any way limiting the effect of the foregoing, the Participant or other holder of the Shares
shall be permitted to transfer such Shares only if such transfer is in accordance with the terms of
the Plan, this Agreement, any shareholders’ agreement and any other applicable agreements. The
acquisition of the Shares by the Participant or any other holder of the Shares shall be subject to,
and conditioned upon, the agreement of the Participant or other holder of such Shares to the
restrictions described in the Plan, this Agreement, any shareholders’ agreement and any other
applicable agreements.
(b) Compliance with Applicable Law. The Company may impose such
restrictions on the Award, the Shares and any other benefits underlying the Award as it may deem
advisable, including without limitation restrictions under the federal securities laws, the
requirements of any stock exchange or similar organization and any blue sky, state or foreign
securities laws or other laws applicable to such securities. Notwithstanding any other provision of
the Plan or this Agreement to the contrary, the Company shall not be obligated to issue, deliver or
transfer shares of Common Stock, make any other distribution of benefits or take any other action,
unless such delivery, distribution or action is in compliance with Applicable Law (including but
not limited to the requirements of the Securities Act). The Company is under no obligation to 





	
	RSA Agreement (Severance Plan Participants)
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register the Shares with the Securities and Exchange Commission or to effect compliance with the
exemption, registration, qualification or listing requirements of any state securities laws, stock
exchange or similar organization, and the Company shall have no liability for any inability or
failure to do so. The Company may cause a restrictive legend or legends to be placed on any
certificate for Shares issued pursuant to the Award in such form as may be prescribed from time
to time by Applicable Law or as may be advised by legal counsel.
11. Certain Changes in Status. The Participant acknowledges that the Administrator
has the sole discretion to determine (taking into account any Code Section 409A considerations),
at any time, the effect, if any, on the Award (including but not limited to modifying the vesting
and/or earning of the Award) of any changes in the Participant’s status (other than termination) as
an Employee, including but not limited to a change from full-time to part-time, or vice versa, or
other similar changes in the nature or scope of the Participant’s employment or service.
12. Effect of Change of Control.
(a) Notwithstanding any other provision in the Plan to the contrary (and unless
otherwise required pursuant to Code Section 409A), the following provisions shall apply in the
event of a Change of Control:
(i) To the extent that the successor or surviving company in the Change
of Control event does not assume or substitute the Award (or in which the Company is the
ultimate parent corporation and does not continue the Award) on substantially similar terms
or with substantially equivalent economic benefits (as determined by the Administrator) as
the Award outstanding immediately prior to the Change of Control event, any restrictions,
including but not limited to the Restriction Period, Performance Period and/or performance
criteria applicable to the Award shall be deemed to have been met, and the Award shall
become fully vested, earned and payable to the fullest extent of the original grant of the
Award (or, if the Award is performance-based and the earning of which is based on
attaining a target level of performance, the Award shall be deemed earned at target).
(ii) Further, in the event that the Award is substituted, assumed or
continued as provided in Section 12(a) herein, the Award shall nonetheless become vested
in full and any restrictions, including but not limited to the Restriction Period, Performance
Period and/or performance criteria applicable to the Award shall be deemed to have been
met, and the Award shall become fully vested, earned and payable to the fullest extent of
the original award (or, if the Award is performance-based and the earning of which is based
on attaining a target level of performance, the Award shall be deemed earned at target), if
the employment or service of the Participant is terminated within six months before (in
which case vesting shall not occur until the effective date of the Change of Control) or one
year (or such other period after a Change of Control as may be stated in a Participant’s
employment, change of control, consulting or other similar agreement, if applicable) after
the effective date of a Change of Control if such termination of employment or service (i)
is by the Company not for Cause or (ii) is by the Participant for Good Reason. For
clarification, for the purposes of this Section 12, the “Company” shall include any
successor to the Company. 





	
	RSA Agreement (Severance Plan Participants)
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(iii) Notwithstanding any other provision of the Plan to the contrary, in
the event that the Participant has entered into an employment agreement as of the Effective
Date of the Plan or is a participant in the Company’s Change in Control Plan or similar
arrangement, the Participant shall be entitled to the greater of the benefits provided upon a
change of control of the Company under the Plan or the respective employment agreement,
Change in Control Plan or other arrangement, and such agreement, Change in Control Plan
or other arrangement shall not be construed to reduce in any way the benefits otherwise
provided to the Participant upon a Change of Control as defined in the Plan.
(b) For the purposes herein, except as may be otherwise required, if at all, under
Code Section 409A, a “Change of Control” shall be deemed to have occurred on the earliest of the
following dates:
(i) The date any entity or person shall have become the beneficial
owner of, or shall have obtained voting control over, more than fifty percent (50%) of the
total voting power of the Company’s then outstanding voting stock;
(ii) The date of the consummation of (A) a merger, consolidation or
reorganization of the Company (or similar transaction involving the Company), in which
the holders of the Common Stock immediately prior to the transaction have voting control
over less than fifty-one percent (51%) of the voting securities of the surviving corporation
immediately after such transaction, or (B) the sale or disposition of all or substantially all
the assets of the Company; or
(iii) The date there shall have been a change in a majority of the Board
of Directors of the Company within a 12-month period unless the nomination for election
by the Company’s shareholders of each new Director was approved by the vote of two-
thirds of the members of the Board (or a committee of the Board, if nominations are
approved by a Board committee rather than the Board) then still in office who were in
office at the beginning of the 12-month period.
(For the purposes herein, the term “person” shall mean any individual, corporation, partnership,
group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act, other than the Company, a Subsidiary of the Company or any employee
benefit plan(s) sponsored or maintained by the Company or any Subsidiary thereof, and the term
“beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)
For the purposes of clarity, (i) a transaction shall not constitute a Change of Control if its
principal purpose is to change the state of the Company’s incorporation, create a holding company
that would be owned in substantially the same proportions by the persons who held the Company’s
securities immediately before such transaction or is another transaction of other similar effect; and
(ii) in no event shall a firm commitment underwritten public offering of the Common Stock
pursuant to an effective registration statement under the Securities Act constitute a Change of
Control. 





	
	RSA Agreement (Severance Plan Participants)
Rev. January 2021
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Notwithstanding the preceding provisions of Section 12(b), in the event that the Award is
deemed to be deferred compensation subject to (and not exempt from) the provisions of Code
Section 409A, then distributions related to the Award to be made upon a Change of Control may
be permitted, in the Administrator’s discretion, upon the occurrence of one or more of the
following events (as they are defined and interpreted under Code Section 409A): (A) a change in
the ownership of the Company; (B) a change in effective control of the Company; or (C) a change
in the ownership of a substantial portion of the assets of the Company.
13. Governing Law. Except as otherwise provided in the Plan or herein, this Agreement
shall be construed and enforced according to the laws of the State of Georgia, without regard to
the conflict of laws provisions of any state, and in accordance with applicable federal laws of the
United States. The Company and the Participant agree that any dispute arising from this Agreement
shall be resolved only in a state or federal court sitting in Fulton County, Georgia, which shall have
exclusive jurisdiction over any such dispute. The Company and the Participant consent to the
personal jurisdiction and waive any objection to jurisdiction or venue in any such court.
14. Amendment and Termination; Waiver. Subject to the terms of the Plan, this
Agreement may be amended, altered, suspended and/or terminated at any time, prospectively or
retroactively, by the Administrator; provided, however, that any such amendment, alteration,
suspension or termination of the Award shall not, without the written consent of the Participant,
materially adversely affect the rights of the Participant with respect to the Award. Notwithstanding
the foregoing, the Administrator shall have unilateral authority to amend the Plan and this
Agreement (without Participant consent) to the extent necessary to comply with Applicable Law
or changes to Applicable Law (including but in no way limited to Code Section 409A and federal
securities laws). The Administrator also shall have unilateral authority to make adjustments to the
terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the
Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of
changes in Applicable Law, or accounting principles, if the Administrator determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or necessary or appropriate to comply with
applicable accounting principles or Applicable Law. The waiver by the Company of a breach of
any provision of this Agreement by the Participant shall not operate or be construed as a waiver of
any subsequent breach by the Participant.
15. Withholding. The Participant acknowledges that the Company shall require the
Participant or other person to pay to the Company in cash the amount of any tax or other amount
required by any governmental authority to be withheld and paid over by the Company to such
authority for the account of the Participant, and the Participant agrees, as a condition to the grant
of the Award and delivery of the Shares or any other benefit, to satisfy such obligations.
Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to
permit the Participant to satisfy such obligation in whole or in part, and any local, state, federal,
foreign or other income tax obligations relating to the Award, by electing (the “election”) to deliver
to the Company shares of Common Stock held by the Participant (which are fully vested and not
subject to any pledge or other security interest) and/or have the Company withhold shares of
Common Stock from the Shares to which the Participant is otherwise entitled. The number of
shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be 





	
	RSA Agreement (Severance Plan Participants)
Rev. January 2021
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withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise
permitted by the Administrator in a manner in accordance with Applicable Law and applicable
accounting principles), the amount of such obligations being satisfied. Each election must be made
in writing to the Administrator in accordance with election procedures established by the
Administrator.
16. Administration. The authority to construe and interpret this Agreement and the
Plan, and to administer all aspects of the Plan, shall be vested in the Administrator, and the
Administrator shall have all powers with respect to this Agreement as are provided in the Plan.
Any interpretation of this Agreement by the Administrator and any decision made by it with
respect to this Agreement shall be final and binding.
17. Notices. Except as may be otherwise provided by the Plan or determined by the
Administrator, any written notices provided for in this Agreement or the Plan shall be in writing
and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier,
or by postage paid first class mail. Notices sent by mail shall be deemed received three business
days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if
to the Participant, at the Participant’s address indicated in the Company’s records, or if to the
Company, at the Company’s principal office.
18. Severability. If any provision of this Agreement shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement, and
this Agreement shall be construed and enforced as if the illegal or invalid provision had not been
included. To the extent any provision of this Agreement or a Prohibited Activity (as defined herein)
is deemed to be unenforceable as written but could be made enforceable by way of modification
or reformation, then it is the intent of the parties that such provision be modified or reformed to
make it enforceable to the fullest extent permitted by law.
19. Right of Offset. Notwithstanding any other provision of the Plan or this Agreement,
the Company may at any time (subject to any Code Section 409A considerations) reduce the
amount of any payment or other benefit otherwise payable to or on behalf of the Participant by the
amount of any obligation of the Participant to or on behalf of the Company or an Affiliate that is
or becomes due and payable, and, by entering into this Agreement, the Participant shall be deemed
to have consented to such reduction.
20. Forfeiture of Award.
(a) Notwithstanding any other provision of this Agreement, if, at any time
during the employment or service of the Participant or during the 12-month period following
termination of employment or service (regardless of whether such termination was by the
Company or the Participant, and whether voluntary or involuntary or with or without Cause or
Good Reason), the Participant engages in a Prohibited Activity (as defined herein), then the Award
shall immediately be terminated (to the extent not otherwise already terminated) and all of
Participant’s rights under this Agreement shall be forfeited in their entirety. 





	
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(b) For the purposes herein, a “Prohibited Activity” shall mean the Participant’s
violation of any of the Protective Covenants, as set forth in Section 7 of the Severance Plan or any
successor provision thereto.
(c) Notwithstanding the provisions of Section 20(a) herein, the waiver by the
Company in any one or more instances of any rights afforded to the Company pursuant to the terms
of Section 20(a) herein shall not be deemed to constitute a further or continuing waiver of any
rights the Company may have pursuant to the terms of this Agreement or the Plan (including but
not limited to the rights afforded the Company in Section 19 herein).
21. Compliance with Recoupment, Ownership and Other Policies or Agreements. As a
condition to receiving this Award, the Participant agrees that he or she shall abide by all provisions
of any equity retention policy, stock ownership guidelines, compensation recovery policy and/or
other policies adopted by the Company, each as in effect from time to time and to the extent
applicable to the Participant. In addition, the Participant shall be subject to such compensation
recovery, recoupment, forfeiture or other similar provisions as may apply to him or her under
Applicable Law.
22. Counterparts; Further Instruments. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The parties hereto agree to execute such further
instruments and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this Agreement.
[Signature Page Follows]
 





	
	
RSA Agreement (Severance Plan Participants)
Rev. January 2021

IN WITNESS WHEREOF, this Agreement has been executed in behalf of the Company
and by the Participant effective as of the day and year first above written.

ATLANTIC CAPITAL BANCSHARES,
INC.


By:

Printed Name:

Title:


Attest:


Secretary


[Corporate Seal]

PARTICIPANT


By:

Printed Name:





  





	
	RSA Agreement (Severance Plan Participants)
Rev. January 2021

ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
Restricted Stock Award Agreement
(Employees)

SCHEDULE A


Grant Date:

Number of Shares Subject to Award:  ______ shares

Restriction Period: The Shares subject to the Award shall vest and be earned in installments, as
provided below, subject to the continued employment or service of the Participant and such other
terms and conditions as may be imposed by the Plan and the Agreement:
Date of Vesting Percentage of Shares Vested








  





	
	RSA Agreement (Severance Plan Participants)
Rev. January 2021

ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN

Restricted Stock Award Agreement
(Employees)

SCHEDULE B
Atlantic Capital Bancshares, Inc.
Executive Severance and Change in Control Plan
(Including Participation Agreement)
[Attached]