EX-10.33



 Exhibit 10.33 

EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 25, 2008, by and between Franklin Synergy Bank
(the “Employer”), and Jere Pewitt (the “Employee”). 
 1. Employment. The Employer employs the
Employee and the Employee accepts employment upon the terms and conditions of this Agreement. 
 2. Duties. Employee shall serve as
Senior Lending Officer for Employer and agrees to perform such duties as are customarily performed by a person in such position. Additionally, Employer agrees that Employee shall be an executive vice-president, a member of Employer’s management
team as well as the co-chair of its loan committee. 
 3. Term. The term of this Agreement shall begin on September 25, 2008 and
shall terminate on September 25, 2013. After the initial five (5) year term, this Agreement shall automatically renew for one (1) year increments, but may be cancelled by Employee or Employer upon written notice given not less than
ninety (90) days prior to the annual renewal. 
 4. Compensation. 

(a) Base Salary. As compensation for the services to be rendered by Employee during the period of employment hereunder,
and upon the condition that Employee shall fully and faithfully keep and perform all of the terms and conditions hereof, Employer shall pay Employee a base salary of $170,000.00 per year, less income tax withholdings and other normal employee
deductions (the “Base Salary”). Such Base Salary shall be payable in equal installments according to the normal payroll practices of Employer. The Employer will consider increases in the Base Salary at the end of each year during
the term of this Agreement. 
 (b) Stock Options. Employee shall be eligible for such stock options as may be granted
under the terms and conditions of any separate stock option agreements (the “Stock Options”) approved by the Board of Directors (“Board”) of Franklin Financial Network (“FFN”). The Board shall grant Stock
Options to the Employee pursuant to the provisions of the Franklin Financial Network, Inc. 2007 Qualified-Nonqualified Stock Option Plan (the “Plan”) to purchase 35,000 shares of FFN’s common stock at an option price equal to
the fair market value of said shares as of the date of grant. The Stock Options shall have a term of ten (10) years from the date of grant and shall vest over a period of three (3) years in twelve (12) equal quarterly installments
beginning three (3) months after the date of grant. In the event the Employee’s employment is terminated, the Stock Options may be exercised to the extent then exercisable and not previously exercised, in accordance with the provisions of
the Plan. 
 (c) Benefits. Employee shall be eligible for any benefits offered to other employees in a similar
position subject to the terms and conditions of any such benefit plans or programs. Such benefits shall include, without limitation, an automobile allowance of Four Hundred Dollars ($400.00) per month. Except as otherwise provided 







 
herein or in the Insurance Agreement attached hereto, Employer shall not be required to maintain such plans or programs or be prohibited from terminating, amending or modifying such plans and
programs, as the Employer, in its discretion, may deem advisable. In all events, including, but not limited to, the funding, operation, management, participation, vesting, termination, amendment or modification of such plans or programs, the
Employee shall be governed by the terms of such plans and programs or any contract or agreement related thereto. Nothing in this Agreement shall be deemed to modify any such benefit plan or program. 

(d) Bonuses. Employee shall be eligible for bonuses (salary, cash and/or stock options) under the same terms and
conditions as provided to Employer’s chief executive officer and other members of Employer’s management team. Should the amount of any such bonuses differ, Employee shall be entitled to receive the higher amount. 

5. Disclosure of Information. The Employee acknowledges that the Employer’s customers’ confidential data as it may exist from
time to time is a valuable, special, and unique asset of the Employer’s business. The Employee will not, during or after the term of his employment, disclose the confidential data of the Employer’s customers or any part thereof to any
person, firm, corporation, association, or other entity for any reason or purpose whatsoever unless required by Court order or governmental agency. 

6. Force Majeure and Disability. If Employer is unable to conduct its business, or a substantial portion thereof, by virtue of
governmental regulation or order, or by strike, war, fire, earthquake, hurricane, or similar acts of god, or other calamity (declared or undeclared), or because of other similar or dissimilar cause beyond control of Employer (all of which events are
hereinafter sometimes referred to as “Force Majeure”), or in the event Employee suffers a disability which prevents him from performing his services hereunder (herein called a “Disability”), Employer shall, in the
event the Force Majeure and/or Disability continues for at least eight (8) aggregate weeks during any four (4) month period, have the right to suspend the operation of this Agreement for the duration of said Force Majeure and/or Disability
(except for any benefits payable to Employee pursuant to the Insurance Agreement or under such benefit plans generally available to all employees), and Employer shall, at its option, have the right to add a period equal to such suspension to the
term hereof. Notwithstanding the above, if Employer’s inability to conduct its business is due to the violation of any governmental regulation by Employer, then Employer shall not be entitled to suspend the operation of this Agreement. 

7. Termination. 

(a) Employer Termination of Agreement Without Cause. The Employer may terminate this Agreement under this
Section 7(a) without cause at any time. If Employer terminates the Agreement without cause, Employee shall be paid one and one-half (1 1⁄2) times his then
current annual base salary in a lump sum and without discount within five (5) business days of such termination. Additionally, upon such termination, any and all non-qualified stock options which have been granted to Employee shall become fully
vested and exercisable by Employee in accordance with the Plan. 







 (b) Employer Termination of Agreement With Cause. The Employer may
terminate this Agreement with cause upon two (2) weeks prior written notice to Employee. 
 (c) Employee Termination
of Agreement Without Cause. The Employee may terminate this Agreement without cause at any time upon thirty (30) days prior written notice to Employer. If such termination occurs during the first six (6) months of this Agreement,
Employee shall be subject to the competition restrictions contained in Section 9 hereof for a period of sixty (60) days from the date of such termination. If Employee terminates this Agreement without cause after six (6) months of
employment and through the initial five (5) year term of the Agreement, the Employee shall be paid one (1) year of current annual base salary and shall be subject to the competition restrictions contained in Section 9 hereof for a
period of one (1) year from the date of such termination. 
 (d) Employee Termination of Agreement With Cause.
The Employee may terminate this Agreement with cause at any time upon two (2) weeks prior written notice to Employer. The Employee, if requested by the Employer, shall continue to render his services, and shall be paid his regular compensation
up to the date of termination. If Employee terminates this Agreement with cause, the Employee, will be paid one (1) year of current annual base salary in a lump sum within five (5) business days of such termination. 

(e) Death or Disability. This Agreement shall be terminated upon the death or disability of Employee. The
“disability” of Employee shall refer to the inability of Employee, for physical or mental health reasons, to materially perform his duties to the Employer on a substantially full time basis which period continues uninterrupted for a period
of twelve (12) consecutive months. In such event, the Stock Options will be exercisable in accordance with the Plan. 

(f) Retirement. This Agreement shall be terminated upon voluntary retirement of Employee. Employee shall be eligible to
retire following the time as which his age plus years of service with Employer equals or exceeds sixty-three (63). Upon retirement Employee will receive his current annual base salary for one (1) year and will be subject to the competition
restrictions of Section 9 hereof for a period of one (1) year from the date of retirement. In such event, the Stock Options will be exercisable in accordance with the Plan. 

For purposes of termination of the Agreement by Employer, “cause” shall be defined as Employee’s conviction of any felony
during the term of this Agreement. For purposes of termination of the Agreement by Employee, “cause” shall be defined as Employer’s violation of the terms of this Agreement. Prior to the termination of this Agreement by Employee for
cause, Employee shall provide written notice to Employer describing the basis for termination and allowing a period of ten (10) calendar days within which Employer may cure or remedy the violation and thereby remove the grounds for such
termination. 
 8. Change in Control. Notwithstanding anything to the contrary, the Employer or Employee may terminate this Agreement
upon thirty (30) days’ prior written notice to the other upon the happening of the merger, consolidation, or other business combination of the Employer. 







 The Employee will receive two (2) years current annual base salary if the Employer or Employee terminates
this Agreement under this Section 8 payable in a lump sum without discount within five (5) business days of such termination. In such event, the Stock Options will be exercisable and vest in accordance with the Plan. 

9. Competition During and After Term. Pertaining to Section 7(c) and 7(f) hereof, Employee agrees that during the term hereof and
after the termination of this Agreement as stipulated in Section 7(c) and 7(f), Employee will not compete with the Employer. The term “compete” shall refer to Employee, either separately, jointly, or in association with others,
directly or indirectly, as an agent, employee, owner, partner, stockholder, or otherwise, (i) allowing his name to be used by, or establish, engage in, or participate in the organization of any bank in Williamson County, Tennessee, or any
county contiguous thereto; (ii) soliciting the employment of any employees of the Employer; or (iii) soliciting business from the customers of Employer. The foregoing provisions of this Section 9 shall not apply if (a) Employer
terminates this Agreement without cause under Section 7(a), (b) Employer terminates this Agreement with cause under Section 7(b), (c) Employee terminates this Agreement with cause under Section 7(d), (d) this Agreement
is terminated by either Employer or Employee under Section 8, or (d) this Agreement is terminated under Section 3 at the end of the initial term or any subsequent term. 

10. Notices. Any notice required or desired to be given under this Agreement shall be deemed given if in writing sent by certified mail
to his residence, in the case of the Employee, or to its principal office, in the case of the Employer. 
 11. Attorneys Fees. Each
party agrees that in the event of a breach by a party of any provision of this Agreement, the non-breaching party shall be entitled, in addition to all other remedies to which the non-breaching party may be entitled, to recover from the breaching
party all reasonable attorney fees and expenses incurred by the non-breaching party in enforcing this Agreement. 
 12. Waiver of Breach.
The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the breaching party. No waiver shall be valid unless in writing and signed by
Employee or an authorized officer of the Employer, as applicable. 
 13. Assignment. The Employee acknowledges that the services to be
rendered by him are unique and personal. Accordingly, the Employee may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of the Employer and Employee under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of the Employer and Employee. 
 14. Entire Agreement.
This Agreement contains the entire understanding of the parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is
sought. 
 15. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Tennessee.








 16. Legal Consultation. Both parties have been accorded a reasonable opportunity to review
this Agreement with legal counsel prior to executing this Agreement. 
 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written. 
  
 



 
  
 



 







 EXHIBIT A 

INSURANCE AGREEMENT 
 THIS
INSURANCE AGREEMENT is attached to and made a part of that certain Employment Agreement dated September 25, 2008, between Franklin Synergy Bank (“Employer”) and Jere Pewitt (“Employee”). 

IT IS UNDERSTOOD AND AGREED THAT WHILE THIS INSURANCE AGREEMENT IS ISSUED IN CONNECTION WITH AND IN CONSIDERATION OF THE EMPLOYMENT AGREEMENT,
THIS INSURANCE AGREEMENT SHALL BE CONSIDERED AN INDEPENDENT CONTRACT AND SHALL NOT BE ADVERSELY AFFECTED BY THE TERMINATION, CANCELLATION OR EXPIRATION OF THE EMPLOYMENT AGREEMENT. 

FOR AN IN CONSIDERATION OF Employee’s agreement to accept employment with Employer and relinquish its existing health insurance coverage
with Green Bank, Employer agrees as follows: 
 1. Employer agrees to provide at its expense health insurance benefits to Employee and his
spouse pursuant to the terms of a group health and dental plan with Franklin Synergy Bank (the “Health Plan”) beginning October 1, 2008. A summary of the benefits available to Employee and his spouse under the Health Plan is
contained in Addendum 1 to this Insurance Agreement. 
 2. In the event Employer elects to provide group health benefits through another
company, Employer agrees that the replacement health plan will contain such coverages and benefits that when evaluated as a whole, would be reasonably considered to be equal to or better than the coverages and benefits outlined in Addendum 1. 

3. Employer shall provide such health insurance benefits to Employee and his spouse until both of them have reached age 65. If the age of
eligibility for government sponsored insurance (such as Medicare/Medicaid) is extended by law, then Employer shall continue to provide such health insurance benefits until Employee and his spouse have reached the age of such eligibility. 

4. Notwithstanding the terms of this Insurance Agreement contained hereinabove, in the event Employee accepts employment with another bank in
Williamson County, Tennessee, or any county contiguous thereto, then Employer’s obligation to provide health insurance benefits to Employee and his spouse shall cease as of the date Employee commences such new employment. 







 EXECUTED by the undersigned this 25th day of
September, 2008. 
 EMPLOYER: 

FRANKLIN SYNERGY BANK 
  





 
 EMPLOYEE: 

 
 



 








			
	PPO Benefit Summary	  	Page 1 of 4

  

							
	



	  	 Group Name:
 Network:

Effective Date:
	 	 Franklin Synergy Bank
 Blue Network
S
 9/1/2008


  

											
	 PPO Benefits
	 
	 Benefit Features
	  	Network Providers	 	  	 	  	Out-of-Network
Providers [2]	 
	 Annual Deductible
	  				  		  			
	 Individual
	  	$	2,500	  	  		  	$	5,000	  
	 Family
	  	$	5,000	  	  		  	$	10,000	  
	 Annual Out-of-Pocket Maximum Amount
	  				  		  			
	 Individual
	  	$	5,000	  	  		  	$	15,000	  
	 Family
	  	$	10,000	  	  		  	$	30,000	  
	 Dependent Age Limit
	  				  	To age 24	  			
	 Lifetime Maximum Benefit
	  				  	$5,000,000	  			
	 Pre-Existing Waiting Period [1]
	  				  	12 months	  			
	 4th Quarter Deductible Carryover Provision
	  				  	Included	  			
				
	 Benefits for Covered Services
	  	Network Benefits	 	  	 	  	Out-of-Network
Benefits [2]	 
	 Practitioner Office Services
	  				  		  			
	 Primary Care Office Visits [3]
	  	 	$30 Copay	  	  		  	 	60% after Deductible	  
	 Specialist Office Visits
	  	 	$50 Copay	  	  		  	 	60% after Deductible	  
	 Office Surgery [5]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Routine Diagnostic Lab, X-Ray, & Injections
	  	 	No Additional Copay	  	  		  	 	60% after Deductible	  
	 Advanced Radiological Imaging [6]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Provider-Administered Specialty Drugs [11]
	  	 	$100 Copay	  	  		  	 	60% after Deductible	  
	 Preventive Health Care Services
	  				  		  			
	 Well Child Care (to age 6)
	  	 	$30 Copay	  	  		  	 	60% after Deductible	  
	 Annual Well Woman Exam
	  	 	$30 Copay	  	  		  	 	60% after Deductible	  
	 Annual Mammography Screening
	  	 	No Additional Copay	  	  		  	 	60% after Deductible	  
	 Annual Cervical Cancer Screening
	  	 	No Additional Copay	  	  		  	 	60% after Deductible	  
	 Prostate Cancer Screening
	  	 	No Additional Copay	  	  		  	 	60% after Deductible	  
	 Immunizations (to age 6)
	  	 	No Additional Copay	  	  		  	 	60% after Deductible	  
	 Services Received at a Facility (includes professional and facility charges)
	  				  		  			
	 Inpatient Services [4]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Outpatient Surgery [5]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Routine Diagnostic Services-Outpatient
	  	 	100% (no Deductible)	  	  		  	 	60% after Deductible	  
	 Advanced Radiological Imaging-Outpatient [6]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Provider-Administered Specialty Drugs [11]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Other Outpatient Services [7]
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Emergency Care Services [10]
	  	 	$250 Copay	  	  		  	 	$250 Copay	  
	 Emergency Care Advanced Radiological Imaging [6]
	  	 	80% after Deductible	  	  		  	 	80% after Deductible	  
	 Medical Equipment
	  				  		  			
	 Durable Medical Equipment - $2,500 annual limit
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Prosthetics - $20,000 annual limit
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Orthotic Appliances
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Therapeutic Services [8]
	  				  		  			
	 Therapy (Limited to 20-36 visits per therapy type per year)
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Skilled Nursing Facility & Rehabilitation Facility Services [4]
	  				  		  			
	 Limited to 60 days combined
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Home Health Services [9]
	  				  		  			
	 Limited to 60 visits per year
	  	 	80% after Deductible	  	  		  	 	60% after Deductible	  
	 Hospice Services
	  	 	100%	  	  		  	 	60% after Deductible	  
	 Ambulance Service
	  	 	80% after Deductible	  	  		  	 	80% after Deductible	  

 Notes: 

	1.	HIPAA regulations apply. A Group enrollee’s pre-existing condition waiting period can be reduced by enrollee’s applicable ‘creditable coverage’. 


	2.	Out-of-network benefit payment based on BlueCross BlueShield of Tennessee maximum allowable charge. You are responsible for paying any amount exceeding the maximum allowable charge. 


	3.	Applies to the following provider types: Family Practice, General Practice, Internal Medicine, OB/Gyn, Pediatrics, Nurse Practitioners and Physician Assistants. 


	4.	Services require prior authorization. When using network providers outside Tennessee and all out-of-network providers, benefits will be reduced to 50% if prior authorization is not obtained and services are medically
necessary. If services are not medically necessary no benefits will be provided. 


	5.	Surgeries include incisions, excisions, biopsies, injection treatments, fracture treatments, applications of casts and splints, sutures, and invasive diagnostic services (e.g., colonoscopy, sigmoidoscopy and endoscopy).



	6.	CAT scans, PET Scans, MRIs, nuclear medicine and other similar technologies. 


	7.	Includes services such as chemotherapy, radiation therapy, and renal dialysis. 


	8.	Physical, speech, manipulative, and occupational therapies are limited to 20 visits per therapy type per year. Cardiac and pulmonary rehabilitative therapies are limited to 36 visits per therapy type per year.



	9.	Requires prior authorization 


	10.	Copay, if applicable, waived if admitted to hospital. 


	11.	Refer to www.bcbst.com for Specialty Pharmacy Drug List. 

  







  
 



 
 Franklin Financial Network 

Group # 3439 
 Effective
Date 10/1/2008 
  

							
	Network	  	Delta Dental	 	Delta Dental	 	Out of both
	 	  	PPO	 	Premier	 	Networks
	 Calendar Year Maximum
	  	$1,000	 	$1,000	 	$1,000
	 Lifetime Orthodontics Maximum
	  	$1,000	 	$1,000	 	$1,000
	 Annual Dental Services Deductible
	  	Per Person $50	 	Per Person $50	 	Per Person $50
	 Deductible does not apply to Diagnostic and Preventive Services
	  	Family $150	 	Family $150	 	Family $150
	 Diagnostic and Preventive Services
	  		 		 	
	 •     Oral examinations
	  		 		 	
	 •     Prophylaxis (cleanings)
	  	100%	 	100%	 	100%
	 •     X-rays
	  		 		 	
	 •     Fluoride treatment
	  		 		 	
	 •     Space Maintainers
	  		 		 	
	 Basic Services
	  		 		 	
	 •     Restorative (fillings)
	  		 		 	
	 •     General anesthesia
	  		 		 	
	 •     Simple Extractions
	  	90%	 	80%	 	80%
	 •     Periodontics (treatment of gums and bones supporting teeth)
	  		 		 	
	 •     Endodontics (root canal therapy)
	  		 		 	
	 •     Oral Surgery (extractions including surgical removal of teeth)
	  		 		 	
	 Major Services
	  		 		 	
	 •     Crowns cast restorations
	  		 		 	
	 •     Bridges
	  		 		 	
	 •     Partial dentures
	  	60%	 	50%	 	50%
	 •     Full Dentures
	  		 		 	
	 •     Implants
	  		 		 	
	 Orthodontic Services
	  	50%	 	50%	 	50%
	 •     Straightening of teeth for dependents to age 19
	  		 		 	

 Age and frequency limitations apply. For a detailed description of your benefit plan, please review your Certificate of
Coverage 

 


 Introduction to Delta Dental 

This is a brief description of the most important features of the Delta Dental program. This program allows you to go to any dentist; however, it is to your
advantage to select a participating Delta Dental dentist. 
 Finding a Participating Delta Dental Dentist 

Delta Dental has two large networks for you to utilize. We have over 184,000 participating dental locations in the nation. Visit our Delta Dental PPO network,
which has over 106,000 participating dental locations, to receive the In-Network benefits. If you visit a Delta Dental Premier dentist you will have the Out-of-Network benefits but you will not be balance billed. If your dentist is not participating
in either network, you will receive the Out-of-Network benefits and may be balance billed. To verify participation status, visit Delta Dental’s web site at www.DeltaDentalTn.com (choose Delta Dental PPO or Delta Dental Premier),
call our Customer Service Department at 615-255-3175 inside the Nashville calling area or 1-800-223-3104 outside of Nashville, ask your group administrator, or simply ask your dentist if he/she is a participating Delta Dental dentist.



 When do Benefits Start? 

Your coverage will begin with Delta Dental on the effective date of your plan. Benefits are available immediately for any services you receive after the
effective date of the plan. If you do not enroll when first eligible, you must wait until the first open enrollment period to enroll in the plan. 
 Please
refer to your Certificate of Coverage for re-enrollment requirements. 
 Delta Dental of Tennessee 

240 Venture Circle 

Nashville, TN 37228 

1-800-223-3104 
 (615)
255-3175 
 www.DeltaDentalTn.com 

This form is not a contract of insurance. Terms and conditions are set forth in the Master Group Policy issued directly to your group administrator.