Exhibit 10.3


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered as of the 25th day of July, 2016, by and among AMERIS
BANCORP, a Georgia corporation (the “Bancorp”), AMERIS BANK, a Georgia state-chartered bank and wholly
owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as
the “Employer”), and JOSEPH B. KISSEL (“Executive”).


 


BACKGROUND


 


WHEREAS, the
expertise and experience of Executive in the financial institutions industry are valuable to the Employer;


 


WHEREAS, it
is in the best interests of the Employer to maintain an experienced and sound executive management team to manage the Employer,
further the Employer’s overall strategies and protect and enhance shareholder value; and


 


WHEREAS, the
Employer and Executive desire to enter into this Agreement to establish the scope, terms and conditions of Executive’s continued
employment by the Employer;


 


NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       Effective
Date. The effective time and date of this Agreement shall be deemed to be 12:00:01 a.m. on the date of its making first set
forth above (the “Effective Date”).


 


2.       Employment.
Executive is employed as the Chief Information Officer of the Employer. Executive’s responsibilities, duties, prerogatives
and authority in such offices shall be those customary for persons holding such offices of institutions in the financial institutions
industry, as well as such other duties of an executive, managerial or administrative nature, which are consistent with such offices,
as shall be specified and designated from time to time by the Board of Directors of the Bancorp (the “Bancorp Board”).


 


3.       Employment
Period. Unless earlier terminated in accordance with Section 6 hereof, Executive’s employment under this Agreement shall
begin as of the Effective Date and shall continue until the second anniversary thereof (the “Initial Term”);
provided, however, that on the second anniversary of the Effective Date and on each second anniversary thereafter,
Executive’s term of employment hereunder shall be extended by two years, unless either Executive or the Employer provides
written notice to the other at least 90 days prior to the applicable extension date that Executive’s employment period shall
not be further extended (the Initial Term, as so extended, the “Employment Period”). For purposes of this Agreement,
“terminate” (and variations and derivatives thereof) shall mean, when used in connection with a cessation of
employment, that Executive has incurred a separation from service as defined in Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), and guidance and regulations issued thereunder (collectively, “Section 409A”).


 






    	 	 	 



     


    

 


4.       Extent
of Service. During the Employment Period, and excluding any periods of vacation, sick or other leave to which Executive is
entitled under this Agreement, Executive agrees to devote all of Executive’s business time and efforts to serving the business
and affairs of the Employer commensurate with Executive’s offices. During the Employment Period, it shall not be a violation
of this Agreement for Executive, subject to the requirements of Section 11, to (i) serve on civic or charitable boards or
committees or (ii) manage personal investments, so long as such activities do not materially interfere with the performance
of Executive’s responsibilities to the Employer or violate the Employer’s conflicts of interest or other applicable
policies.


 


5.       Compensation
and Benefits.


 


(a)       Base
Salary. During the Employment Period, the Employer will pay to Executive a base salary at the rate of at least $280,000 per
year (“Base Salary”), less normal withholdings, payable in equal monthly or more frequent installments as are
customary under the Employer’s payroll procedures from time to time. In accordance with the policies and procedures of the
Compensation Committee (the “Committee”) of the Bancorp Board, the Employer shall review Executive’s total
compensation at least annually and in its sole discretion may adjust Executive’s total compensation from year to year, but
during the Employment Period the Employer may not decrease Executive’s Base Salary below $280,000; provided, however,
that periodic increases in Base Salary, once granted, shall not be subject to revocation. The annual review of Executive’s
total compensation will consider, among other things, changes in the cost of living, Executive’s own performance and the
Bancorp’s consolidated performance.


 


(b)       Incentive
Plans. During the Employment Period, Executive shall be entitled to participate, as determined by the Committee, in all incentive
plans of the Employer applicable to senior executives of the Employer generally, including, without limitation, short-term and
long-term incentive plans and equity compensation plans.


 


(c)       Benefit
Plans. During the Employment Period, Executive or Executive’s dependents, as the case may be, shall be eligible for participation
in all employee benefit plans, practices, policies and programs provided by the Employer applicable to senior executives of the
Employer generally (the “Benefit Plans”).


 


(d)       Expenses.
During the Employment Period, Executive shall be entitled to receive prompt reimbursement, in accordance with the policies, practices
and procedures of the Employer applicable to senior executives of the Employer generally, for all reasonable and necessary out-of-pocket
expenses incurred by Executive in the performance of Executive’s duties under this Agreement. The expenses eligible for reimbursement
under this Section 5(d) in any year shall not affect any expenses eligible for reimbursement or in-kind benefits in any other year.
Executive’s rights under this Section 5(d) are not subject to liquidation or exchange for any other benefit.


 


(e)       Vacation,
Sick and Other Leave. During the Employment Period, Executive shall be entitled annually to a minimum of 20 business days of
paid vacation and shall be entitled to those number of business days of paid disability, sick and other leave specified in the
employment policies of the Employer.


 






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6.       Termination
of Employment.


 


(a)       Cause.
The Employer may terminate Executive’s employment with the Employer for Cause. For purposes of this Agreement, “Cause”
shall mean:


 


(i)       the
willful and continued failure of Executive to perform Executive’s duties with the Employer, other than any such failure resulting
from Disability (as defined below), or to follow the directives of the Bancorp Board or a more senior executive of the Employer,
following written notice from the Chief Executive Officer of the Employer specifying such failure;


 


(ii)       Executive’s
willful misconduct or gross negligence (including, but not limited to, a material willful violation of the Employer’s written
corporate governance and ethics guidelines and codes of conduct) in connection with the Employer’s business or relating to
Executive’s duties hereunder;


 


(iii)       Executive’s
habitual substance abuse;


 


(iv)       Executive’s
being convicted of, or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude;


 


(v)       Executive’s
willful theft, embezzlement or act of comparable dishonesty against the Employer;


 


(vi)       a
willful act by Executive which constitutes a material breach of Executive’s fiduciary duty to the Employer;


 


(vii)       a
material breach by Executive of this Agreement, which breach is not cured (if curable) by Executive within 30 days following Executive’s
receipt of written notice thereof; or


 


(viii)       conduct
by Executive that results in the permanent removal of Executive from Executive’s position as an officer or employee of the
Bancorp or the Bank pursuant to a written order by any banking regulatory agency with authority or jurisdiction over the Bancorp
or the Bank, as the case may be.


 


For purposes of this Section 6(a), no act
or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done,
by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the
Employer.


 


(b)       Good
Reason. Executive may terminate Executive’s employment with the Employer for Good Reason. For purposes of this Agreement,
“Good Reason” shall mean: (i) a material diminution in Executive’s authority, duties or responsibilities;
(ii) a material change in the geographic location at which Executive must regularly perform the services to be performed by Executive
pursuant to this Agreement (other than a change in such geographic location to an office or other location closer to Executive’s
home residence); and (iii) any other action or inaction that constitutes a material breach by the Employer of this Agreement; provided,
however, that Executive must provide notice to the Employer of the condition Executive contends is Good Reason within 90
days after the initial existence of the condition, and the Employer must have a period of 30 days to remedy the condition. If the
condition is not remedied within such 30-day period, then Executive must provide a Notice of Termination as set forth in Section
6(f) within 30 days after the end of the Employer’s remedy period.


 






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(c)       Without
Cause. The Employer may terminate Executive’s employment without Cause (a “Termination Without Cause”).


 


(d)       Voluntary
Termination. Executive may voluntarily terminate Executive’s employment without Good Reason (a “Voluntary Termination”).


 


(e)       Death
or Disability. Executive’s employment with the Employer shall terminate automatically upon Executive’s death during
the Employment Period. If the Employer determines in good faith that the Disability of Executive has occurred during the Employment
Period, it may give to Executive written notice in accordance with Sections 6(f) and 14(i) of this Agreement of its intention to
terminate Executive’s employment. In such event, Executive’s employment with the Employer shall terminate effective
on the 45th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided
that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties.
For purposes of this Agreement, “Disability” shall mean the inability of Executive to perform Executive’s
duties with the Employer on a full-time basis for 180 days in any one-year period as a result of incapacity due to mental or physical
illness or injury.


 


(f)       Notice
of Termination. Any termination (other than for death) shall be communicated by a Notice of Termination given in accordance
with Section 14(i) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written
notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment
under the provision so indicated and (iii) if the Termination Date (as defined below) is other than the date of receipt of such
notice, specifies the Termination Date (which date shall be not more than 30 days after the giving of such notice, except as otherwise
provided in Section 6(e)). The failure to set forth in the Notice of Termination any fact or circumstance which contributes to
a showing of Disability, Cause or Good Reason shall not waive any right of Executive or the Employer hereunder or preclude Executive
or the Employer from asserting such fact or circumstance in enforcing Executive’s or the Employer’s rights hereunder.


 


(g)       Termination
Date. “Termination Date” means (i) if Executive’s employment is terminated by the Employer for Cause
or without Cause, the date of Executive’s receipt of the Notice of Termination or a later date specified therein, as the
case may be, (ii) if Executive’s employment is terminated by Executive for Good Reason, the date of the Employer’s
receipt of the Notice of Termination, (iii) if Executive’s employment is terminated by Executive as a Voluntary Termination,
the date of the Employer’s receipt of the Notice of Termination or a later date specified therein, as the case may be, and
(iv) if Executive’s employment is terminated by reason of death or Disability, the Termination Date shall be the date of
death of Executive or the Disability Effective Date, as the case may be.


 






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7.       Obligations
of the Employer Upon Termination.


 


(a)       Cause;
Voluntary Termination. If, during the Employment Period, the Employer shall terminate Executive’s employment for Cause
or Executive shall terminate Executive’s employment by a Voluntary Termination, then Executive shall be entitled to receive
the following (collectively, the “Accrued Amounts”):


 


(i)       any
accrued but unpaid Base Salary and accrued but unused vacation, sick or other leave pay, which shall be paid on the pay date immediately
following the Termination Date in accordance with the Employer’s customary payroll procedures;


 


(ii)       any
earned but unpaid cash bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall
be paid on the otherwise applicable payment date; provided, however, that if Executive’s employment is terminated
by the Employer for Cause, then any such accrued but unpaid cash bonus shall be forfeited;


 


(iii)       reimbursement
for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with the Employer’s
expense reimbursement policies, practices and procedures; and


 


(iv)       such
employee benefits, if any, as to which Executive may be entitled under the Benefit Plans as of the Termination Date.


 


(b)       Termination
Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive’s employment
without Cause or Executive shall terminate Executive’s employment for Good Reason, then Executive shall be entitled to receive
the Accrued Amounts and, subject to Executive’s execution of a release of claims in favor of the Employer, its subsidiaries
and affiliates and their respective officers and directors in a form to be provided by the Employer (the “Release”)
and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section
7(b), the “Release Execution Period”), Executive shall also be entitled to receive the following:


 


(i)       a
lump sum amount equal to two times the sum of (A) Executive’s Base Salary and (B) Executive’s highest cash bonus earned
with respect to any fiscal year within the three most recently completed fiscal years immediately preceding the Termination Date,
which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that
if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until
the beginning of the second taxable year;


 


(ii)       a
lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which
the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator
of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which
is the number of days in such year (the “Pro-Rata Bonus”), which amount shall be paid in cash on the
date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months
following the end of the fiscal year in which the Termination Date occurs; and


 






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(iii)       if
Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),
then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s
dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible
to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage
from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month
in which Executive timely remits the premium payment.


 


(c)       Death
or Disability. If Executive’s employment is terminated during the Employment Period on account of Executive’s death
or Disability, Executive (or Executive’s estate or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and (ii) a lump sum amount equal to the Pro-Rata Bonus, if any, that Executive would have earned for the
fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which
amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no
event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding
any other provision contained herein, all payments made in connection with Executive’s Disability shall be provided in a
manner that is consistent with federal and state law.


 


8.       Non-Exclusivity
of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan,
program, policy or practice provided by the Employer and for which Executive may qualify, nor shall anything herein limit or otherwise
affect such rights as Executive may have under any contract or agreement with the Employer, except as expressly provided otherwise
in this Agreement. Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Employer at or subsequent to the Termination Date shall be payable
in accordance with such plan, policy, practice or program or such contract or agreement, except as expressly modified by this Agreement.


 


9.       No
Mitigation. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to Executive under Section 7 of this Agreement.


 


10.       Code
Section 280G.


 


(a)       Certain
Reductions in Agreement Payments. Anything in this Agreement to the contrary notwithstanding, in the event a nationally recognized
independent accounting firm designated by the Employer and reasonably acceptable to Executive (the “Accounting Firm”)
shall determine that receipt of all payments or distributions by the Employer and its affiliates in the nature of compensation
to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”),
would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine as required below
in this Section 10(a) whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement
Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only
if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments
if Executive’s Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater
Net After-Tax Receipt of aggregate Payments if Executive’s Agreement Payments were so reduced, then Executive shall receive
all Agreement Payments to which Executive is entitled.


 






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(b)       Accounting
Firm Determinations. If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount,
then the Employer shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations
made by the Accounting Firm under this Section 10 shall be binding upon the Employer and Executive and shall be made as soon as
reasonably practicable and in no event later than 20 days following the Termination Date. For purposes of reducing the Agreement
Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction
of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections
in the following order: first from Section 7(b)(iii), then from Section 7(b)(ii) and lastly from Section 7(b)(i). All fees and
expenses of the Accounting Firm shall be borne solely by the Employer.


 


(c)       Overpayments;
Underpayments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Employer to or for the
benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (an “Overpayment”)
or that additional amounts which will have not been paid or distributed by the Employer to or for the benefit of Executive pursuant
to this Agreement which should have been so paid or distributed (an “Underpayment”), in each case consistent
with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency
by the Internal Revenue Service against either the Employer or Executive which the Accounting Firm believes has a high probability
of success determines that an Overpayment has been made, Executive shall pay any such Overpayment to the Employer together with
interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no
amount shall be payable by Executive to the Employer if and to the extent such payment would not either reduce the amount on which
Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event
that the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has
occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment
is determined) by the Employer to or for the benefit of Executive together with interest at the applicable federal rate provided
for in Section 7872(f)(2) of the Code.


 


(d)       Definitions.
The following terms shall have the following meanings for purposes of this Section 10:


 






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(i)       “Reduced
Amount” shall mean the greatest amount of Agreement Payments that can be paid that would not result in the imposition
of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section
10(a).


 


(ii)       “Net
After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4)
of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and
under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state
and local laws which applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s)
as the Accounting Firm determined to be likely to apply to Executive in the relevant taxable year(s).


 


11.       Restrictive
Covenants.


 


(a)       Executive
Acknowledgements. Executive acknowledges that (i) the Employer has separately bargained and paid additional consideration for
the restrictive covenants in this Section 11 and (ii) the Employer will provide certain benefits to Executive hereunder in reliance
on such covenants in view of the unique and essential nature of the services Executive will perform on behalf of the Employer and
the irreparable injury that would befall the Employer should Executive breach such covenants. Executive further acknowledges that
Executive’s services are of a special, unique and extraordinary character and that Executive’s position with the Employer
will place Executive in a position of confidence and trust with customers and employees of the Employer and its subsidiaries and
affiliates and with the Employer’s other constituencies and will allow Executive access to Trade Secrets and Confidential
Information (each as defined below) concerning the Employer and its subsidiaries and affiliates. Executive further acknowledges
that the types and periods of restrictions imposed by the covenants in this Section 11 are fair and reasonable and that such restrictions
will not prevent Executive from earning a livelihood.


 


(b)       Covenants.
Having acknowledged the foregoing, Executive covenants and agrees with the Employer as follows:


 


(i)       While
Executive is employed by the Employer and continuing thereafter, Executive shall not disclose or use any Confidential Information
or Trade Secret for so long as such information remains Confidential Information or a Trade Secret, as applicable, for any purpose
other than as may be necessary and appropriate in the ordinary course of performing Executive’s duties to the Employer during
the Employment Period.


 


(ii)       While
Executive is employed by the Employer and for a period of two years thereafter, Executive shall not (except on behalf of or with
the prior written consent of the Employer), on Executive’s own behalf or in the service or on behalf of others, solicit or
attempt to solicit any customer of the Employer or its subsidiaries or affiliates, including, without limitation, actively sought
prospective customers, with whom Executive had Material Contact (as defined below) during Executive’s employment, for the
purpose of providing products or services that are Competitive (as defined below) with those offered or provided by the Employer
or its subsidiaries or affiliates or, in the event of Executive’s termination, Competitive with those offered or provided
by the Employer or its subsidiaries or affiliates within the two years immediately preceding the termination of Executive’s
employment.


 






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(iii)       While
Executive is employed by the Employer and for a period of two years thereafter, Executive shall not (except on behalf of or with
the prior written consent of the Employer), either directly or indirectly, on Executive’s own behalf or in the service or
on behalf of others, perform duties and responsibilities that are the same as or substantially similar to those Executive performs
for the Employer or, in the event of Executive’s termination, performed for the Employer within two years prior to the termination
of Executive’s employment, for any business which is the same as or essentially the same as the business conducted by the
Employer and its subsidiaries and affiliates, within the Restricted Territory (as defined below).


 


(iv)       While
Executive is employed by the Employer and for a period of two years thereafter, Executive shall not (except on behalf of or with
the prior written consent of the Employer), on Executive’s own behalf or in the service or on behalf of others, solicit or
recruit or attempt to solicit or recruit, directly or by assisting others, any employee of the Employer or its subsidiaries or
affiliates, whether or not such employee is a full-time employee or a temporary employee of the Employer or its subsidiaries or
affiliates, whether or not such employment is pursuant to a written agreement and whether or not such employment is for a determined
period or is at will, to cease working for the Employer.


 


(v)       Upon
the expiration of the Employment Period, or Executive’s earlier termination or resignation, Executive will turn over promptly
thereafter to the Employer all physical items and other property belonging to the Employer, including, without limitation, all
business correspondence, letters, papers, reports, customer lists, financial statements, credit reports or other Confidential Information,
data or documents of the Employer, in the possession or control of Executive, all of which are and will continue to be the sole
and exclusive property of the Employer.


 


(c)       Definitions.
For purposes of this Section 11, the following terms shall be defined as set forth below:


 


(i)       “Competitive,”
with respect to particular products or services, shall mean products or services that are the same as or similar to the products
or services of the Employer and its subsidiaries and affiliates.


 


(ii)       “Confidential
Information” shall mean data and information: (A) relating to the business of the Employer and its subsidiaries and affiliates,
regardless of whether the data or information constitutes a Trade Secret; (B) disclosed to Executive or of which Executive becomes
aware as a consequence of Executive’s relationship with the Employer; (C) having value to the Employer; and (D) not generally
known to competitors of the Employer. Confidential Information shall include, without limitation, Trade Secrets, methods of operation,
names of customers, price lists, financial information and projections, personnel data and similar information; provided,
however, that such term shall not mean data or information that (x) has been voluntarily disclosed to the public by the
Employer, except where such public disclosure has been made by Executive without authorization from the Employer, (y) has been
independently developed and disclosed by others or (z) has otherwise entered the public domain through lawful means.


 






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(iii)       “Material
Contact” shall mean contact between Executive and a customer or prospective customer: (A) with whom or which Executive
dealt on behalf of the Employer or its subsidiaries or affiliates; (B) whose dealings with the Employer were coordinated or supervised
by Executive; (C) about whom Executive obtained Confidential Information in the ordinary course of business as a result of Executive’s
association with the Employer; or (D) who receives products or services as authorized by the Employer, the sale or provision of
which results or resulted in compensation, commissions or earnings for Executive within the two years immediately preceding the
Termination Date.


 


(iv)       “Restricted
Territory” shall mean the geographic territory within a 50-mile radius of each of the Employer’s corporate offices
located at 310 First Street, S.E., Moultrie, Georgia 31768 and 1301 Riverplace Boulevard, Suite 2600, Jacksonville, Florida 32207;
provided, however, that if the physical location of either or both of such offices shall change during the Term,
then the Restricted Territory shall mean the geographic territory within a 50-mile radius of the physical locations of such offices
at such time and, in the event of the termination of Executive’s employment, the Restricted Territory shall mean the geographic
territory within a 50-mile radius of the physical locations of such offices on the Termination Date.


 


(v)       “Trade
Secret” shall mean information, without regard to form, including, but not limited to, technical or nontechnical data,
a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial
plans, product plans or a list of actual or potential customers or suppliers, that is not commonly known by or available to the
public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the
subject of efforts that are reasonable under the circumstances to maintain its secrecy.


 


(d)       Equitable
Remedies. Executive acknowledges that irreparable loss and injury would result to the Employer upon the breach of any of the
covenants contained in this Section 11 and that damages arising out of such breach would be difficult to ascertain. Executive hereby
agrees that, in addition to all other remedies provided at law or in equity, the Employer may petition and obtain from a court
of law or equity, without the necessity of proving actual damages and without posting any bond or other security, both temporary
and permanent injunctive relief to prevent a breach by Executive of any covenant contained in this Section 11.


 


(e)       Modification
of Covenants. In the event that the provisions of this Section 11 should ever be determined to exceed the time, geographic
or other limitations permitted by applicable law, then such provisions shall be modified so as to be enforceable to the maximum
extent permitted by law. If such provision(s) cannot be modified to be enforceable, the provision(s) shall be severed from this
Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force
and effect.


 






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12.       Executive’s
Representations. Executive hereby represents to the Employer that the execution and delivery of this Agreement by Executive
and the Employer and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.
Executive represents and warrants that Executive is not subject to any employment agreement, nondisclosure agreement, common law
nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or any other obligation to any former
employer or to any other person or entity that conflicts in any way with Executive’s ability to be employed by or perform
services for the Employer.


 


13.       Assignment
and Successors.


 


(a)       Executive.
This Agreement is personal to Executive and without the prior written consent of the Employer shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by Executive’s legal representatives.


 


(b)       The
Employer. This Agreement shall inure to the benefit of and be binding upon the Employer and its successors and assigns. The
Bancorp and the Bank will each require any successor to it (whether direct or indirect, by stock or asset purchase, merger, consolidation
or otherwise) or to all or substantially all of its business or assets to assume expressly and agree to perform this Agreement
in the same manner and to the same extent it would be required to perform it if no such succession had taken place.


 


14.       Miscellaneous.


 


(a)       Waiver.
Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future
performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained
in a writing signed by the party making the waiver.


 


(b)       Severability.
If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable,
either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality enforceability
of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.


 


(c)       Entire
Agreement. This Agreement contains the entire agreement between the Employer and Executive with respect to the subject matter
hereof and from and after the Effective Date supersedes and invalidates all previous employment agreements with Executive. No representations,
inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.


 






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(d)       Withholdings.
Notwithstanding any other provision of this Agreement, the Employer shall withhold from any amounts payable or benefits provided
under this Agreement any federal, state and local taxes as shall be required to be withheld pursuant to any applicable law or regulation.


 


(e)       Compliance
with Section 409A.


 


(i)       It
is intended that this Agreement shall conform with all applicable Section 409A requirements to the extent Section 409A applies
to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same
shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section
409A, the same shall be reformed so as to meet the requirements of Section 409A. For purposes of Section 409A, each payment made
under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement
is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the
calendar year of payment. Executive acknowledges that the Employer has not made, and does not make, any representation or warranty
regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax
laws, including, but not limited to, Section 409A or compliance with the requirements thereof.


 


(ii)       To
the extent Executive is a “specified employee” as defined in Section 409A, notwithstanding the timing of payment provided
in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution
of deferred compensation (within the meaning of Section 409A) upon separation from service (within the meaning of Section 409A),
after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month
period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit
will instead be paid, distributed or settled on the first business day after such six-month period; provided, however,
that if Executive dies following the Termination Date and prior to the payment, distribution, settlement or provision of any payments,
distributions or benefits delayed on account of Section 409A, then such payments, distributions or benefits shall be paid or provided
to the personal representative of Executive’s estate within 30 days after the date of Executive’s death.


 


(f)       Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any bonus, incentive-based, equity-based
or other similar compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Employer
which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such
deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement
(or any policy adopted by the Employer pursuant to any such law, government regulation or stock exchange listing requirement).


 






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(g)       Governing
Law. Except to the extent preempted by federal law, the laws of the State of Georgia shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.


 


(h)       Arbitration.
Except for any claim for injunctive relief hereunder or as provided in Section 11 hereof, any controversy or claim arising out
of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the rules and
procedures of the American Arbitration Association. The place of arbitration shall be selected by the Employer. The decision of
the arbitration panel shall be final and binding upon the parties, and judgment upon the award rendered by the arbitration panel
may be entered by any court having jurisdiction. The parties agree that Executive and the Employer shall each bear one-half of
the administrative expenses (filing and arbitrator costs) associated with the arbitration, and the prevailing party shall be entitled
to reimbursement for the additional costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred
by such party in connection with any such dispute.


 


(i)       Notices.
Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, by nationally
recognized overnight courier service or sent by certified, registered or express mail, postage prepaid. Any such notice shall be
deemed given when so delivered personally, when delivered by nationally recognized overnight courier service or, if mailed, five
days after the date of deposit in the United States mail, as follows:


 


To the Employer:


Ameris Bancorp


310 First Street, S.E.


Moultrie, Georgia 31768


Attention: Chief Executive Officer


 


To Executive:


At the most recent address on file
for Executive with the Employer.


 


Any party may change the address to which
notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in
the same manner provided herein.


 


(j)       Survival.
Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 7, 10, 11 and 14(e)-(j), the definitions
of defined terms used therein and the remaining provisions of this Section 14 (to the extent necessary to effectuate the survival
of the foregoing provisions) shall survive the termination of this Agreement and any termination of Executive’s employment
hereunder.


 


(k)       Amendments
and Modifications. This Agreement may be amended or modified only by a writing signed by all parties hereto that makes specific
reference to this Agreement.


 


[Signature page follows.]




 






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IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Executive Employment Agreement as of the date first above written.


 





	 	AMERIS BANCORP	 
	 	 	 	 
	 	 	 	 
	 	By:	   /s/ Edwin W. Hortman, Jr.	 
	 	Name:  Edwin W. Hortman, Jr.	 
	 	Title:  President & Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	AMERIS BANK	 
	 	 	 	 
	 	 	 	 
	 	By:	   /s/ Edwin W. Hortman, Jr.	 
	 	Name:  Edwin W. Hortman, Jr.	 
	 	Title:  Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	    /s/ Joseph B. Kissel	 
	 	JOSEPH B. KISSEL	 




 








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