Exhibit 10.1

	
	Exhibit 10.1
PSA Agreement (Severance Plan Participants)
Rev. January 2021

Performance Share Award No.  ____

ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
(As Amended and Restated Effective May 18, 2017)

Performance Share Award Agreement
(Employees)

Name of Participant: _____________
Grant Date: _____________
Threshold Number of Shares Subject to Award:  As set forth on Schedule A
Target Number Subject to Award: As set forth on Schedule A
Maximum Number of Shares Subject to Award:  As set forth on Schedule A
Performance Metrics: As set forth on Schedule A
Performance Period: As set forth on Schedule A

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 (i) the purposes of the Atlantic Capital Bancshares, Inc.  2015 Stock
Incentive Plan, as amended and/or restated (the “Plan”), and (ii) the Atlantic Capital
Bancshares, Inc.  Executive Officer Long-Term Incentive Plan, as amended and/or restated (the
“LTIP”), 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 and LTIP.  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 and the LTIP, copies of which are delivered herewith or have 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 or the LTIP, the provisions
of the Plan or the LTIP, as the case shall be, shall govern, unless the Administrator determines
otherwise.  In addition, in the event of any conflict between the provisions in the Plan and the
LTIP, 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. 





	
	
PSA Agreement (Severance Plan Participants)
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2. Grant of Performance Share Award.  Subject to the terms of this Agreement, the
Plan and the LTIP, the Company hereby grants the Participant a Performance Share Award (the
“Award”) for up to the maximum number of shares of Common Stock (the “Shares”) as is set
forth above and in Schedule A.  The Award represents a Bonus opportunity granted under the LTIP
and shall be payable, if and to the extent earned, solely in shares issued under the Plan (or a
successor plan).  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. No Rights as a Shareholder.  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 (and then only to the extent that) the Award has vested and certificates for such Shares have
been issued and delivered to him or her (or, in the case of uncertificated shares, other written
evidence of ownership in accordance with Applicable Law shall have been provided); provided,
however, that 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 equivalent rights with respect to such Shares, but such dividend equivalent
rights shall be subject to the same vesting schedule, forfeiture terms and other restrictions as are
applicable to the underlying Shares.
4. Earning of Award.
(a) Subject to the terms of the Plan and this Agreement, including but not
limited to Section 5 and Section 13 herein, the Award shall be deemed earned, and the Shares
subject to the Award shall be distributable as provided in Section 6 herein, upon such date or dates,
and subject to such conditions, as are described in this Agreement, including but not limited to
Schedule A.  To be entitled to distribution of Shares or other payment hereunder (if any) upon
vesting and earning of the Award, the Participant must be employed by the Company on the last
day of the Performance Period.  The Participant expressly acknowledges that the Award shall be
deemed earned 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.
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
(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 and been earned 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 13 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 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021
3

termination of employment or service being referred to as the “Termination Date”) and all or any
part of the Award has not been earned pursuant to the terms of the Plan and this Agreement, then
the Award, to the extent not 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.  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 in the Plan) result in
forfeiture of the Award and the Shares to the extent that the Award has not been earned 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, in the event of the Participant’s termination due to (i) death; (ii) Disability;
(iii) Retirement; or (iv) 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), a pro-rata portion
of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the
Performance Period as specified in this Agreement, including Schedule A.  The pro-rata portion
that may be earned and vested shall be determined by multiplying the total number of Shares
earned under Schedule A by a fraction, the numerator of which is the number of calendar days the
Participant was employed during the Performance Period, and the denominator of which is the
number of calendar days in the Performance Period; any such shares so earned shall be payable as
provided in Section 6 herein.
(c) To the extent applicable pursuant to Section 5(b) 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
(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.
(d) In the event that the Participant’s employment or service is terminated due
to Cause, the Award shall immediately be forfeited and the Participant shall have no right to any
Shares or other benefits related to the Award. 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021
4

(e) 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, Retirement, Good Reason or Cause.
6. Settlement of Award.  The Administrator shall have discretion to determine the
extent, if any, to which the Award has been earned.  The Award, if earned in accordance with the
terms of this Agreement, shall be payable in whole shares of Common Stock.  The total number
of Shares that may be acquired upon earning of the Award (or portion thereof) shall be rounded
down to the nearest whole share.  A certificate or certificates for the Shares subject to the Award
or portion thereof shall be issued in the name of the Participant or his or her beneficiary (or, in the
case of uncertificated shares, other written evidence of ownership in accordance with Applicable
Law shall be provided) within 70 days following the date the Award or portion thereof has been
earned in accordance with the terms of this Agreement; provided that the following shall apply: (i)
in the event the Award is earned following completion of the Performance Period as described in
Section 4 and Schedule A, herein, the Shares shall be distributable no later than 70 days following
the completion of the Performance Period; (ii) in the event the Award is earned pursuant to Section
5(b) herein, the Shares shall be distributable no later than 70 days following the completion of the
Performance Period; and (iii) in the event that the Award is earned pursuant to Section 13 herein,
the Shares shall be distributable no later than 70 days following the occurrence of the Change of
Control (as defined for these purposes under Code Section 409A) in the case of payment pursuant
to Section 13(a)(i) or Section 13(a)(ii) (if the payment event is a Change in Control) or within 70
days of the Participant’s Termination Date if the payment event pursuant to Section 13(a)(ii) is the
Participant’s termination of employment or service.  If the 70-day period described herein begins
in one calendar year and ends in another, the Participant (or his beneficiary) shall not have the
right to designate the calendar year of the distribution (except as otherwise provided below with
respect to a delay in distribution if the Participant is a “specified employee”).  Notwithstanding the
foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section
409A), and the distribution is considered deferred compensation under Code Section 409A, then
such distribution if made due to separation from service shall be subject to delay as provided in
Section 21 of the Plan (or any successor provision thereto).
7. No Right of Continued Employment or Service; Forfeiture of Award; No Right 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 and unearned 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.
8. Nontransferability of Award and Shares.  The Award shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws 





	
	
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Rev. January 2021
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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 Performance Period
has expired and all conditions to earning and vesting in the Award have been met.  The designation
of a beneficiary in accordance with the Plan does not constitute a transfer.
9. 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.
10. Representations and Warranties of Participant.  The Participant represents and
warrants to the Company that:
(a) Agrees to Terms of the Plan and Agreement.  The Participant has received
a copy of the Plan and the LTIP, has read and understands the terms of the Plan, the LTIP 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.
11. 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 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021
6

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
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.
12. 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.
13. Effect of Change of Control.
(a) Subject to the terms of the Plan (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, the Award shall
be deemed to be vested, earned and payable at target (as determined by the Administrator). 





	
	
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Rev. January 2021
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(ii) Further, in the event that the Award is substituted, assumed or
continued as provided in Section 13(a) herein, the Award shall nonetheless be deemed to
be vested, earned and payable at target (as determined by the Administrator), 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 13, the “Company” shall include any
successor to the Company.
(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 





	
	
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Rev. January 2021
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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.
Notwithstanding the preceding provisions of Section 13(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.
14. 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.
15. 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 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021
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any provision of this Agreement by the Participant shall not operate or be construed as a waiver of
any subsequent breach by the Participant.
16. 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
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.
17. 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.
18. 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.
19. 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.
20. 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 





	
	
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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.
21. 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.
(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 21(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 21(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 20 herein).
22. 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.
23. 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]
 





	
	Exhibit 10.1
PSA 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. PARTICIPANT
By:        By:
Printed Name:      Printed Name:
Title:

Attest:

Secretary

[Corporate Seal]

 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021

ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
Performance Share Award Agreement
(Employees)

SCHEDULE A
Performance Period:
Grant Date:
Performance Metric(s):
Target Number of Shares Subject to Award:
Threshold Number of Shares Subject to Award:
Maximum Number of Shares Subject to Award:
1. Earning of Award:
(a) General.  The Award is granted to the Participant on the Grant Date set forth above
and represents a right to receive some or all of the Shares (as defined in the Agreement) underlying
the Award subject to satisfaction of the Performance Metric(s) (as defined below) as described
herein.  The Participant may earn from ___% to ___% of the target number of Shares subject to
the Award, depending upon performance.  The Performance Metric(s) are weighted
_________________.  The Award may be earned, if at all, based on attainment of performance
goals specified below for performance metric(s) (each, a “Performance Metric” and collectively,
the “Performance Metrics”): __________________________.  The Award shall not be deemed
earned, and none of the Shares attributable to a Performance Metric shall be issued, unless the
particular Performance Metric is attained at a minimum of the threshold level for such Performance
Metric.  If performance falls below the threshold level with regard to a Performance Metric, then
no Shares shall be distributed with respect to that Performance Metric.  The extent to which the
Performance Metrics are met, and the number of Shares distributable, if any, shall be calculated
with respect to each Performance Metric pursuant to the terms and conditions described in Section
2 below.  All determinations made with respect to the Performance Metrics and the earning of the
Award shall be made by the Administrator in its sole discretion, and the applicable Performance
Metrics shall not be deemed achieved and the Award shall not be deemed earned unless and to the
extent that the Administrator determines that the Award has been earned.
(b) Administrator Discretion.  Notwithstanding any other terms of the Agreement,
including this Schedule A, (i) the Administrator has sole discretion to reduce or eliminate that
portion of the Award that shall be deemed earned and related Shares issuable, notwithstanding the
attainment of threshold, target or maximum performance levels for either or both Performance
Metrics, if the Administrator determines that ______________________________, and (ii) the
actual number of Shares earned may be reduced by the Administrator in its sole and absolute
discretion based on such factors as the Administrator determines to be appropriate and advisable
(however, it is the intention of the Administrator that it shall exercise such negative discretion only
in extreme and unusual circumstances). 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021
13

2. Calculation of Earning of Award.
  Number of Shares Earned at
Measure % Weighting of
Performance
Metric
Threshold
(__% of
target)
Target
(__% of
target)
Maximum
(__% of
target)


To the extent the actual level of attainment of each Performance Metric is at a point
between the threshold performance level and the target performance level or between the target
performance level and the maximum performance level, the number of Shares which the
Participant may earn shall be determined based on linear interpolation.
Performance Metric:
  Threshold:
  Target:
  Maximum:

If, for the Performance Period, the Company achieves the threshold performance level set
forth above, the Participant shall be entitled to __________ of the target number of the Shares.
If, for the Performance Period, the Company achieves the target performance level set forth
above, the Participant shall be entitled to __________ of the target number the Shares.
If, for the Performance Period, the Company achieves the maximum performance level set
forth above, the Participant shall be entitled to ____________ of the target number of the Shares.
[Any additional performance metrics to be included here.]
3. Certain Definitions.  In addition to other terms defined herein, the following definitions
shall apply:
 





	
	
PSA Agreement (Severance Plan Participants)
Rev. January 2021

ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN

Performance Share Award Agreement
(Employees)

SCHEDULE B

Atlantic Capital Bancshares, Inc.
Executive Severance and Change in Control Plan
(Including Participation Agreement)

[Attached]