Exhibit 10.2

	
	Exhibit 10.2
RSU Agreement (Severance Plan Participants)
Rev. January 2021
Restricted Stock Unit Award No.  ____
ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
Restricted Stock Unit 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 Award of Restricted Stock Units.
(a) The number of shares of the Company’s common stock (the “Common
Stock”) subject to the Restricted Stock Units (the “Award”) granted under this Agreement shall
be ___________________ shares (the “Shares”).
(b) The “Restriction Period” is the period beginning on the Grant Date and
ending on such date or dates and satisfaction of such conditions as described in Schedule A, which
is attached hereto and expressly made a part of this Agreement.
(c) 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
her employment with or service to the Company, and not in lieu of any salary or other 





	
	RSU Agreement (Severance Plan Participants)
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2
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. 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. Vesting 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 vest and be 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 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.  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 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
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 





	
	RSU Agreement (Severance Plan Participants)
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3
further rights with respect to the Award or the Shares underlying that portion of the Award that
has not yet been earned and vested.  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 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;
(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).
(c) To the extent applicable pursuant to Section 5(b)(iv) 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.
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 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 vesting of the Award (or portion thereof) shall be rounded down to the 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
4
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
and vested in accordance with the terms of this Agreement.  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 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
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.
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: 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
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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.
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
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 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
6
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) 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 13(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 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
7
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
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 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
8
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
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 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
9
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
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 





	
	RSU Agreement (Severance Plan Participants)
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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] 





	
	RSU 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:   Title:
Attest:
Secretary
[Corporate Seal] 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
Restricted Stock Unit 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 Vested 





	
	RSU Agreement (Severance Plan Participants)
Rev. January 2021
ATLANTIC CAPITAL BANCSHARES, INC.
2015 STOCK INCENTIVE PLAN
Restricted Stock Unit Agreement
(Employees)
SCHEDULE B
Atlantic Capital Bancshares, Inc.
Executive Severance and Change in Control Plan
(Including Participation Agreement)
[Attached]