##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-49912
 MOUNTAIN NATIONAL BANCSHARES, INC.
  Tennessee
    
    75-3036312(State or other jurisdiction
    
    (I.R.S. Employer Identification No.)of incorporation or organization)
 300 East Main Street, Sevierville, Tennessee
    
    37862(Address of principal executive offices)
    
    (Zip code)
 (865) 428-7990
    YesoNoþ
 Yes o No þ
 Yes þ No o
 Yes o No o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-31.3 Certification of CEOEX-31.4 Certification of CFO    Table of Contents  EXPLANATORY NOTE
     
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors




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##### Table of Contents



Class I Directors (Term to expire at the 2013 Annual Meeting of Shareholders)
 Gary A. Helton
 Jeffrey J. Monson
 Charlie R. Johnson
  3




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Class II Directors (Term to Expire at 2011 Annual Meeting of Shareholders)
 Sam L. Large
 Linda N. Ogle,
 Michael C. Ownby,
 Class III Directors (Term to Expire at 2012 Annual Meeting of Shareholders)
 Dwight B. Grizzell,
  4




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##### Table of Contents



John M. Parker, Sr
 Ruth A. Reams
 Audit Committee
    5




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##### Table of Contents



Code of Ethics
  Executive Officers
 Michael L. Brown
 Grace D. McKinzie
   6




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##### Table of Contents



Section 16(A) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 Risk Assessment of Compensation Policies
  Compensation of Named Executive Officers and Directors
 Named Executive Officers.
 2010 Summary Compensation Table
 Non-Equality
    
    
    Non-QualifiedStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherAwards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    CompensationName and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Earnings ($) (7)
    
    
    ($)
    
    
    Total ($)Dwight B. Grizzell,
President and Chief
    
    
    2010
    
    
    $
    227,612
    
    
    $
    250
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    163,849
    
    
    $
    23,984
    (1)
    
    $
    415,695Executive Officer
    
    
    2009
    
    
    
    247,910
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,387
    
    
    
    24,648
    (2)
    
    
    393,545Grace D. McKinzie,
Executive Vice President
    
    
    2010
    
    
    
    152,435
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,632
    
    
    
    14,508
    (3)
    
    
    247,825and Chief Lending Officer
    
    
    2009
    
    
    
    159,697
    
    
    
    5,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,188
    
    
    
    19,343
    (4)
    
    
    270,828Michael L. Brown,
Executive Vice President
    
    
    2010
    
    
    
    153,119
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,248
    
    
    
    15,298
    (5)
    
    
    213,915and Chief Operating Officer
    
    
    2009
    
    
    
    160,294
    
    
    
    5,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,397
    
    
    
    16,556
    (6)
    
    
    232,847
 (1)
    
    Represents car allowance of $6,023, insurance premium of $8,061, and director fees of $9,900.(2)
    
    Represents car allowance of $7,440, insurance premium of $7,608, and director fees of $9,600.(3)
    
    Represents car allowance of $6,207, insurance premium of $7,179, subsidiary directors fees of $200, and 401(k) match of $922.(4)
    
    Represents car allowance of $6,141, insurance premium of $7,420, subsidiary directors fees of $800, and 401(k) match of $4,982.(5)
    
    Represents car allowance of $8,594, insurance premium of $6,504 and subsidiary directors fees of $200.(6)
    
    Represents car allowance of $7,729, insurance premium of $6,747, subsidiary directors fees of $800, and 401(k) match of $1,280.(7)
    
    The amounts in the column captioned Non-Qualified Deferred Compensation Earnings reflect the changes in the value of benefits
under each executives salary continuation agreement, the terms of which are described in more detail below.  7




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##### Table of Contents



Outstanding Equity Awards
  Outstanding Equity Awards At 2010 Fiscal Year-End
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    MarketEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    or PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Market
    
    
    Unearned
    
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    of
    
    
    Value of
    
    
    Shares,
    
    
    Shares,Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Shares
    
    
    Units or
    
    
    Units orNumber of
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    or Units
    
    
    Other
    
    
    OtherSecurities
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    of Stock
    
    
    Rights
    
    
    RightsUnderlying
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    That
    
    
    That
    
    
    That
    
    
    ThatUnexercised
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotOptions (#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Dwight B. Grizzell
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    11.53
    
    
    
    11/25/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    17.21
    
    
    
    11/16/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    17.26
    
    
    
    11/22/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    17.26
    
    
    
    12/16/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    884
    
    
    
    
    
    
    
    
    
    
    
    17.29
    
    
    
    01/04/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    174
    
    
    
    
    
    
    
    
    
    
    
    20.68
    
    
    
    01/18/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    20.80
    
    
    
    01/20/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    20.66
    
    
    
    01/31/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    22.82
    
    
    
    03/15/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    227
    
    
    
    
    
    
    
    
    
    
    
    20.72
    
    
    
    03/26/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    20.84
    
    
    
    06/27/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    20.30
    
    
    
    09/01/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    20.66
    
    
    
    09/02/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    16,970
    
    
    
    
    
    
    
    
    
    
    
    20.73
    
    
    
    09/08/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    7,137
    
    
    
    
    
    
    
    20.73
    
    
    
    09/09/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    868
    
    
    
    
    
    
    
    20.73
    
    
    
    09/23/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    20.75
    
    
    
    10/26/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    22.66
    
    
    
    01/09/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    23.16
    
    
    
    03/10/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    21.41
    
    
    
    03/14/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    23.09
    
    
    
    03/16/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    726
    
    
    
    
    
    
    
    23.53
    
    
    
    03/20/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    23.68
    
    
    
    03/24/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    730
    
    
    
    
    
    
    
    23.73
    
    
    
    04/06/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    26.45
    
    
    
    07/03/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    26.56
    
    
    
    07/03/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    56
    
    
    
    
    
    
    
    25.75
    
    
    
    08/25/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    82
    
    
    
    
    
    
    
    26.03
    
    
    
    09/08/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    24.41
    
    
    
    09/11/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    25.96
    
    
    
    09/12/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    25.37
    
    
    
    09/13/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    25.84
    
    
    
    09/18/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    26.03
    
    
    
    09/29/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    24.32
    
    
    
    10/02/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    26.69
    
    
    
    10/04/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    25.79
    
    
    
    10/12/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    25.46
    
    
    
    11/21/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    25.44
    
    
    
    11/22/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  8




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##### Table of Contents



Outstanding Equity Awards At 2010 Fiscal Year-End
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    MarketEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    or PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Market
    
    
    Unearned
    
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    of
    
    
    Value of
    
    
    Shares,
    
    
    Shares,Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Shares
    
    
    Units or
    
    
    Units orNumber of
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    or Units
    
    
    Other
    
    
    OtherSecurities
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    of Stock
    
    
    Rights
    
    
    RightsUnderlying
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    That
    
    
    That
    
    
    That
    
    
    ThatUnexercised
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotOptions (#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Dwight B. Grizzell
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    26.09
    
    
    
    12/04/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    25.29
    
    
    
    12/05/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    25.10
    
    
    
    12/27/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    183
    
    
    
    
    
    
    
    24.79
    
    
    
    01/11/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    24.94
    
    
    
    01/12/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    24.96
    
    
    
    01/17/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    23.26
    
    
    
    01/22/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    24.94
    
    
    
    01/31/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    662
    
    
    
    
    
    
    
    25.93
    
    
    
    02/22/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    25.95
    
    
    
    03/02/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    24.97
    
    
    
    03/06/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    144
    
    
    
    
    
    
    
    25.92
    
    
    
    03/07/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    25.84
    
    
    
    03/08/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    26.92
    
    
    
    03/12/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    105
    
    
    
    
    
    
    
    26.66
    
    
    
    03/14/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    25.95
    
    
    
    03/19/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    25.64
    
    
    
    03/23/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    25.84
    
    
    
    04/03/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    192
    
    
    
    
    
    
    
    25.72
    
    
    
    04/04/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    51
    
    
    
    
    
    
    
    26.07
    
    
    
    04/10/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    26.42
    
    
    
    04/12/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    25.84
    
    
    
    04/13/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    25.93
    
    
    
    04/17/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    26.79
    
    
    
    05/09/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    26.85
    
    
    
    05/11/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    210
    
    
    
    
    
    
    
    27.14
    
    
    
    05/14/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    26.12
    
    
    
    05/16/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    26.87
    
    
    
    05/22/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    26.49
    
    
    
    06/05/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    26.55
    
    
    
    06/06/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    26.66
    
    
    
    06/11/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    868
    
    
    
    
    
    
    
    26.67
    
    
    
    06/25/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    27.28
    
    
    
    06/27/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    145
    
    
    
    
    
    
    
    27.60
    
    
    
    06/28/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    27.39
    
    
    
    06/29/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    27.83
    
    
    
    07/09/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1,553
    
    
    
    
    
    
    
    27.71
    
    
    
    07/10/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    27.85
    
    
    
    07/16/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    95
    
    
    
    
    
    
    
    27.47
    
    
    
    07/18/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    212
    
    
    
    
    
    
    
    27.63
    
    
    
    07/24/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    27.06
    
    
    
    07/25/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    27.90
    
    
    
    07/30/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    426
    
    
    
    
    
    
    
    27.92
    
    
    
    07/31/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  9




---



##### Table of Contents



Outstanding Equity Awards At 2010 Fiscal Year-End
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    MarketEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    or PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Market
    
    
    Unearned
    
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    of
    
    
    Value of
    
    
    Shares,
    
    
    Shares,Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Shares
    
    
    Units or
    
    
    Units orNumber of
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    or Units
    
    
    Other
    
    
    OtherSecurities
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    of Stock
    
    
    Rights
    
    
    RightsUnderlying
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    That
    
    
    That
    
    
    That
    
    
    ThatUnexercised
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    Have Not
    
    
    Have NotOptions (#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Dwight B. Grizzell
    
    
    
    
    
    
    421
    
    
    
    
    
    
    
    27.90
    
    
    
    08/01/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    260
    
    
    
    
    
    
    
    27.66
    
    
    
    08/07/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1,212
    
    
    
    
    
    
    
    27.65
    
    
    
    08/10/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    278
    
    
    
    
    
    
    
    27.69
    
    
    
    08/13/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    201
    
    
    
    
    
    
    
    27.60
    
    
    
    08/14/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    27.59
    
    
    
    08/15/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    27.45
    
    
    
    08/16/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1,368
    
    
    
    
    
    
    
    28.57
    
    
    
    08/17/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    28.44
    
    
    
    08/20/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1,087
    
    
    
    
    
    
    
    28.32
    
    
    
    08/24/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    2,316
    
    
    
    
    
    
    
    27.86
    
    
    
    08/28/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    27.71
    
    
    
    08/29/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    636
    
    
    
    
    
    
    
    27.87
    
    
    
    08/31/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    27.92
    
    
    
    09/04/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1,279
    
    
    
    
    
    
    
    27.85
    
    
    
    09/05/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    2,387
    
    
    
    
    
    
    
    27.85
    
    
    
    09/06/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    6,863
    
    
    
    
    
    
    
    27.42
    
    
    
    09/07/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    27.45
    
    
    
    09/10/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    26.68
    
    
    
    10/23/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    64
    
    
    
    
    
    
    
    25.01
    
    
    
    11/21/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    24.14
    
    
    
    12/03/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    22.85
    
    
    
    02/20/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    21.75
    
    
    
    03/04/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    20.90
    
    
    
    04/08/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    20.95
    
    
    
    05/01/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    20.75
    
    
    
    05/02/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    20.75
    
    
    
    05/02/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    21.50
    
    
    
    07/10/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    19.50
    
    
    
    08/08/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    20.00
    
    
    
    08/22/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    735
    
    
    
    
    
    
    
    16.88
    
    
    
    11/04/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    1,021
    
    
    
    
    
    
    
    17.37
    
    
    
    11/17/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dwight B. Grizzell
    
    
    
    
    
    
    638
    
    
    
    
    
    
    
    17.00
    
    
    
    12/17/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  10




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##### Table of Contents



Employment Contracts, Termination of Employment and Change-in-Control Arrangements
     11




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##### Table of Contents



st th th th
   12




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##### Table of Contents



Director Compensation for Fiscal 2010
  Non-
    
    
    Non-Equality
    
    
    QualifiedFees
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferredearned or
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    All Otherpaid in
    
    
    awards
    
    
    awards
    
    
    Compensation
    
    
    Earnings
    
    
    CompensationName1
    
    cash ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(3)
    
    
    Total ($)James Bookstaff (4)
    
    $
    7,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    254
    
    
    $
    7,304Charlie Johnson
    
    $
    23,655
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    280
    
    
    $
    23,935Gary A. Helton
    
    $
    10,080
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    73
    
    
    $
    10,153Sam L. Large
    
    $
    11,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    343
    
    
    $
    11,548Jeffrey J. Monson
    
    $
    11,025
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,663
    (2)
    
    $
    39,688Linda N. Ogle
    
    $
    12,105
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    192
    
    
    $
    12,297Michael C. Ownby
    
    $
    10,125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    137
    
    
    $
    10,262John M. Parker, Sr.
    
    $
    12,150
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    169
    
    
    $
    12,319Ruth A. Reams
    
    $
    11,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,307
    
    
    $
    13,007
 1.
    
    Dwight B. Grizzell, the Companys chief executive officer, is not included in this table as he is also a named
executive officer of the Company and his compensation for service on the board of directors of the Company
is reflected in the Summary Compensation Table above.2.
    
    All other compensation for Jeffrey J. Monson includes $28,562 for construction site inspections done on
behalf of the Bank and $101 related to an increase in the cash surrender value of a split dollar life insurance
policy.3.
    
    For all directors other than Mr. Monson, represents an increase in the cash surrender value of a split dollar
life insurance policy.4.
    
    Mr. Bookstaff resigned from the Companys and the Banks Board of Directors effective September 1, 2010.  13




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 Outstanding Voting Securities of the Company and Principal Holders Thereof
   Number of Shares
    
    
    Percent ofName of Beneficial Owner
    
    Beneficially Owned (1)(2)
    
    
    Common Stock5% Stockholders:James E. Bookstaff
    
    
    151,262
    
    
    
    5.75
    %3925 Nellie Street 
Pigeon Forge, TN 37863Directors:Dwight B. Grizzell (3)
    
    
    72,034
    (4)
    
    
    2.71
    %Gary A. Helton
    
    
    94,182
    (5)
    
    
    3.58
    %Charlie R. Johnson
    
    
    44,747
    (6)
    
    
    1.70
    %Sam L. Large
    
    
    66,831
    (7)
    
    
    2.54
    %Jeffrey J. Monson
    
    
    69,620
    (8)
    
    
    2.65
    %Linda N. Ogle
    
    
    90,853
    (9)
    
    
    3.45
    %Michael C. Ownby
    
    
    30,378
    (10)
    
    
    1.15
    %John M. Parker, Sr.
    
    
    108,693
    (11)
    
    
    4.13
    %Ruth A. Reams
    
    
    38,235
    (12)
    
    
    1.45
    %Named Executive Officers:Michael L. Brown
    
    
    7,352
    (13)
    
    
    0.28
    %Grace D. McKinzie
    
    
    34,171
    (14)
    
    
    1.30
    %All Directors and executive officers
as a group (11 persons) (15)
    
    
    657,096
    
    
    
    24.74
    %
 (1)
    
    Information relating to beneficial ownership of Common Stock by directors is
based upon information furnished by each person using beneficial ownership concepts set
forth in rules of the Securities and Exchange Commission (the SEC) under the Securities
Exchange Act of 1934, as amended (the Exchange Act). Under such rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power which includes the power to vote or direct the voting of each security, or
investment power which includes the power to dispose of or to direct the disposition of
such security. The person is also deemed to be a beneficial owner of any security of which
that person has a right to acquire beneficial ownership within 60 days. Under such rules,
more than one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or she may
disclaim any beneficial ownership. Accordingly, nominees are named as beneficial owners of
shares as to which they may disclaim any beneficial interest. Except as indicated in other
notes to this table describing special relationships with other persons and specifying
shared voting or investment power, directors possess sole voting and investment power with
respect to all shares of Common Stock set forth opposite their names.(2)
    
    The aggregate number of shares includes shares of Common Stock that the
individual has the right to acquire on or before May 30, 2011, (60 days from March 31,
2011), through the exercise of options or warrants. The number of shares underlying options
or warrants that may be exercised as of May 30, 2011, is as follows: (i) Mr. Grizzell 
24,355 shares; and (ii) all directors and executive officers as a group (11 persons) 
24,355 shares.  14




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##### Table of Contents



(3)
    
    Mr. Grizzell also serves as the Companys President and Chief Executive Officer.(4)
    
    Includes 31,332 shares held jointly with spouse, 380 shares held solely by
spouse, 14,488 shares held in Mr. Grizzells IRA and 1,479 shares held by children.(5)
    
    Includes 4,689 shares held in Mr. Heltons IRA.(6)
    
    Includes 123 shares held jointly with children, 11,460 shares held by children
and 3,188 shares held in Mr. Johnsons IRA.(7)
    
    Includes 40,463 shares held jointly with spouse and 26,368 shares held in Mr.
Larges IRA.(8)
    
    Includes 31,677 shares held by GCS Partnership, of which Mr. Monson holds a
partnership interest, 5,788 shares held in Mr. Monsons IRA, 3,264 shares held in spouses
IRA account and 915 shares held jointly with spouse.(9)
    
    Includes 4,272 shares held in Ms. Ogles IRA.(10)
    
    Includes 555 shares held solely by spouse and 8,400 shares held in Mr. Ownbys
IRA.(11)
    
    Includes 101,806 shares held jointly with spouse and 6,885 shares held jointly
with spouse and child.(12)
    
    Includes 4,410 shares held jointly with spouse, 9,236 shares held in Ms. Reams
IRA account, 4,974 shares held in spouses IRA account and 5,096 shares held with
grandchildren.(13)
    
    Includes 3,238 shares held in Mr. Browns IRA, 1,912 shares held in spouses
IRA, 583 shares held solely by spouse and 252 shares held with children.(14)
    
    Includes 10,804 shares held in Ms. McKinzies IRA and 534 shares held solely by
spouse. Includes 20,420 shares pledged as security.(15)
    
    The address for each of the above-named executive officers and directors is c/o
Mountain National Bancshares, Inc., 300 Main Street, Sevierville, TN 37862  15




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##### Table of Contents



Compensation Plan Information
  Number ofNumber of
    
    
    
    
    
    
    securities remainingsecurities to be
    
    
    
    
    
    
    available forissued upon
    
    
    
    
    
    
    future issuance underexercise of
    
    
    Weighted average
    
    
    equity compensationoutstanding
    
    
    exercise price of
    
    
    plans (excludingoptions, warrants
    
    
    options, warrants
    
    
    securities reflectedand rights
    
    
    and rights
    
    
    in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved
by security holders
    
    
    122,133
    
    
    $
    21.50
    
    
    
    381,264Equity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Transactions
    Gary A. Helton;
    
    Charlie R. Johnson;Sam L. Large;
    
    Mike Ownby;Linda N. Ogle;
    
    John M. Parker, Sr.; andRuth Reams.
  16




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   2010
    
    
    2009Audit Fees (a)
    
    $
    223,259
    
    
    $
    179,524Audit-Related Fees (b)
    
    
    0
    
    
    
    15,009Tax Fees (c)
    
    
    56,025
    
    
    
    33,550All Other Fees (d)
    
    
    0
    
    
    
    4,643
 
 (a)
    
    Includes fees related to the annual independent audit of the Companys financial
statements and reviews of the Companys annual report on Form 10-K, quarterly reports on
Form 10-Q, and services that are normally provided in connection with statutory and
regulatory filings or engagements for these years.(b)
    
    Fees incurred were for assurance and related services that are reasonably related to the
performance of the audit or review of the Companys financial statements but are not
reported under Audit Fees above The Audit Committee has considered whether the provision
of these services is compatible with maintaining the independence of Crowe Horwath.(c)
    
    Fees incurred were for tax preparation and other tax advisory services relating to the
Company and its subsidiaries.(d)
    
    Fees incurred were for products and services other than those described above, primarily
database licensing fees. The Audit Committee has considered whether the provision of these
services is compatible with maintaining the independence of Crowe Horwath.   17




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 The following documents are being filed as part of this report on Form 10-K/A:
 (b) Exhibits
 Exhibit No.
    
    Description of Exhibit2.1
    
    
    Plan of Reorganization dated March 28, 2003, by and between the Company and
Mountain National Bank (included as Exhibit 2.1 to the Report on Form
8-K12G3 of the Company, dated July 12, 2003 (File No. 000-49912),
previously filed with the Commission and incorporated herein by reference).2.2
    
    
    Amendment to Plan of Reorganization dated July 1, 2003 (included as Exhibit
2.2 to the Report on Form 8-K12G3 of the Company, dated July 12, 2003 (File
No. 000-49912), previously filed with the Commission and incorporated
herein by reference).3.1
    
    
    Charter of Incorporation of the Company, as amended (Restated for SEC
filing purposes only) (included as Exhibit 3.1 to the Companys
Registration Statement on Form S-1 (File No. 333-168281), previously filed
with the Commission and incorporated by reference herein).3.2
    
    
    Amended and Restated Bylaws of the Company, as amended (included as Exhibit
3.1 to the Report on Form 8-K of the Company, dated March 31, 2010 (File
No. 000-49912), previously filed with the Commission and incorporated
herein by reference).10.1
    
    
    Stock Option Plan of the Company, as amended (included as Exhibit 10.1 to
the Report on Form 8-K of the Company, dated May 19, 2006 (File No.
000-49912), previously filed with the Commission and incorporated herein by
reference)*10.2
    
    
    Stock Option Agreement of Dwight B. Grizzell (assumed by Company) (included
as Exhibit 10.3 to the Companys Form 10-KSB for the year ended December
31, 2002 and incorporated herein by reference)*10.3
    
    
    Summary Description of Director and Named Executive Officer Compensation
Arrangements (included as Exhibit 10.3 to the Companys Form 10-K for the
year ended December 31, 2010 and incorporated herein by reference)*10.4
    
    
    Form of Warrant Agreement (included as Exhibit 10.5 to the Companys Form
SB-2/A filed with the Commission on August 23, 2005)10.5
    
    
    Employment Agreement dated as of May 15, 2009 by and among Mountain
National Bank, Mountain National Bancshares, Inc. and Grace McKinzie
(included as Exhibit 10.1 to the Report on Form 8-K of the Company, dated
March 31, 2010 (File No. 000-49912), previously filed with the Commission
and incorporated herein by reference)*10.6
    
    
    Employment Agreement dated as of May 28, 2009 by and among Mountain
National Bank, Mountain National Bancshares, Inc. and Michael Brown
(included as Exhibit 10.2 to the Report on Form 8-K of the Company, dated
March 31, 2010 (File No. 000-49912), previously filed with the Commission
and incorporated herein by reference)*
  18




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.7
    
    
    Employment Agreement dated as of May 18, 2009 by and among Mountain
National Bank, Mountain National Bancshares, Inc. and Richard Hubbs
(included as Exhibit 10.3 to the Report on Form 8-K of the Company, dated
March 31, 2010 (File No. 000-49912), previously filed with the Commission
and incorporated herein by reference)*10.8
    
    
    Amended and Restated Salary Continuation Agreement, dated January 19, 2007,
by and between Mountain National Bank and Dwight Grizzell. (included as
Exhibit 10.8 to the Companys Form 10-K for the year ended December 31,
2007 and incorporated herein by reference)*10.9
    
    
    Amendment, dated November 19, 2007, to Amended and Restated Salary
Continuation Agreement, by and between Mountain National Bank and Dwight
Grizzell. (included as Exhibit 10.9 to the Companys Form 10-K for the year
ended December 31, 2007 and incorporated herein by reference)*10.10
    
    
    Amended and Restated Salary Continuation Agreement, dated January 19, 2007,
by and between Mountain National Bank and Michael Brown. (included as
Exhibit 10.10 to the Companys Form 10-K for the year ended December 31,
2007 and incorporated herein by reference)*10.11
    
    
    Amendment, dated November 19, 2007, to Amended and Restated Salary
Continuation Agreement, by and between Mountain National Bank and Michael
Brown. (included as Exhibit 10.11 to the Companys Form 10-K for the year
ended December 31, 2007 and incorporated herein by reference)*10.12
    
    
    Amended and Restated Salary Continuation Agreement, dated January 19, 2007,
by and between Mountain National Bank and Grace McKinzie. (included as
Exhibit 10.12 to the Companys Form 10-K for the year ended December 31,
2007 and incorporated herein by reference)*10.13
    
    
    Amendment, dated November 19, 2007, to Amended and Restated Salary
Continuation Agreement, by and between Mountain National Bank and Grace
McKinzie. (included as Exhibit 10.13 to the Companys Form 10-K for the
year ended December 31, 2007 and incorporated herein by reference)*10.14
    
    
    Agreement, dated June 2, 2009, by and between Mountain National Bank and
the Office of the Comptroller of the Currency. (included as Exhibit 10.1 to
the Report on Form 8-K of the Company, dated June 5, 2009, (File No.
000-49912), previously filed with the Commission and incorporated herein by
reference)21
    
    
    Subsidiaries of the Company (included as Exhibit 21 to the Companys Form
10-K for the year ended December 31, 2010 and incorporated herein by
reference)
  19




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit23
    
    
    Consent of Independent Registered Public Accounting Firm (included as
Exhibit 23 to the Companys Form 10-K for the year ended December 31, 2010
and incorporated herein by reference)31.1
    
    
    Certificate of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (included as Exhibit 31.1 to the Companys Form 10-K for the year
ended December 31, 2010 and incorporated herein by reference)31.2
    
    
    Certificate of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (included as Exhibit 31.2 to the Companys Form 10-K for the year
ended December 31, 2010 and incorporated herein by reference)31.3
    
    
    Certificate of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.4
    
    
    Certificate of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certificate of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (included as Exhibit 32.1 to the Companys Form 10-K for the year
ended December 31, 2010 and incorporated herein by reference)32.2
    
    
    Certificate of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (included as Exhibit 32.2 to the Companys Form 10-K for the year
ended December 31, 2010 and incorporated herein by reference)
 *
    
    Denotes management contract or compensatory plan or arrangement.   20




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##### Table of Contents



SIGNATURES
  MOUNTAIN NATIONAL BANCSHARES, INC.
(Registrant)By:
    /s/ Dwight B. GrizzellDwight B. GrizzellPresident and Chief Executive Officer
Date: April 29, 2011  /s/ Dwight B. Grizzell

Dwight B. Grizzell, President, 
Chief Executive Officer and Director
    
    
    
    Date: April 29, 2011/s/ Richard A. Hubbs

Richard A. Hubbs, Senior Vice President and 
Chief Financial Officer (Principal Financial 
and Accounting Officer)
    
    
    
    Date: April 29, 2011/s/ Gary A. Helton

Gary A. Helton, Director
    
    
    
    Date: April 29, 2011/s/ Charlie R. Johnson

Charlie R. Johnson, Director
    
    
    
    Date: April 29, 2011/s/ Sam L. Large

Sam L. Large, Director
    
    
    
    Date: April 29, 2011/s/ Jeffrey J. Monson

Jeffrey J. Monson, Director
    
    
    
    Date: April 29, 2011/s/ Linda N. Ogle

Linda N. Ogle, Director
    
    
    
    Date: April 29, 2011/s/ Michael C. Ownby

Michael C. Ownby, Director
    
    
    
    Date: April 29, 2011/s/ John M. Parker

John M. Parker, Director
    
    
    
    Date: April 29, 2011/s/ Ruth Reams

Ruth Reams, Director
    
    
    
    Date: April 29, 2011
  21