Form of Indemnification Agreement by and btwn Green Bankshares and its directors



 Exhibit 10.20 
 INDEMNIFICATION AGREEMENT 
 AGREEMENT, dated as of September 7, 2011, by and
between Green Bankshares, Inc., a corporation organized under the laws of the State of Tennessee (the “Company”), and [    ] (the “Indemnitee”). 

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; 

WHEREAS, the Indemnitee is a director and/or officer of the Company; 

WHEREAS, the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and
officers of companies in today’s environment; 
 WHEREAS, Sections 48-18-502, 48-18-504 and 48-18-507 of the Tennessee
Business Corporation Act, the Company’s Charter, as amended (“Charter”) and the Company’s Bylaws, as amended (“Bylaws”) authorize the Company to indemnify and advance expenses to its directors and officers
to the extent provided therein, and the Indemnitee serves as a director and/or officer of the Company, in part, in reliance on such provisions; 
 WHEREAS, the Company has determined that its inability to retain and attract as directors and officers the most capable persons would be detrimental to the interests of the Company, and that Company
therefore should seek to assure such persons that indemnification and insurance coverage will be available in the future; and 

WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the
Indemnitee’s continued service to the Company in an effective manner and the Indemnitee’s reliance on the Company’s Charter and Bylaws, and in part to provide the Indemnitee with specific contractual assurance that the protection
promised by the Company’s Charter and Bylaws will be available to the Indemnitee (regardless of, among other things, any amendment to or revocation of the applicable provisions of the Company’s Charter and Bylaws or any change in the
composition of the governing bodies of the Company or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to the Indemnitee to the fullest
extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the directors’ and officers’ liability insurance
policy of the Company. 
 NOW, THEREFORE, in consideration of the premises and of the Indemnitee’s service to Company, the
mutual agreements herein set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 







 1. Certain Definitions. In addition to terms defined elsewhere herein, the following
terms have the following meanings when used in this Agreement: 
  

	 	(a)	Agreement: means this Indemnification Agreement, as amended from time to time hereafter. 


 

	 	(b)	Board of Directors: means the Board of Directors of the Company. 

  

	 	(c)	Claim: means any threatened, asserted, pending or completed civil, criminal, administrative, investigative or other action, suit or proceeding of any kind
whatsoever, including any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation, whether instituted by or in the right of the Company, any governmental agency or any other
party, that the Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute
resolution mechanism. 

  

	 	(d)	 Indemnifiable Expenses: means (i) all expenses and liabilities, including judgments, fines, penalties, interest, amounts paid in settlement
with the approval of the Company (which approval shall not be unreasonably withheld, conditioned or delayed), counsel fees and disbursements (including, without limitation, experts’ fees, court costs, retainers, transcript fees, duplicating,
printing and binding costs, as well as telecommunications, postage and courier charges), and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement
(including any taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to the imposition of federal, state, local or foreign taxes) paid or incurred in connection with investigating, defending, being
a witness in or participating in (including on appeal, and including therewith any principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent), or preparing to investigate,
defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event by reason of the fact that Indemnitee is, was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or
officer of the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, manager, member, partner, fiduciary, agent, trustee or in a similar capacity of another Person, or by reason of
any action alleged to have been taken or omitted in any such capacity, whether occurring before, on or after the date of this Agreement (any such event, an “Indemnifiable Event”), (ii) any liability pursuant to a loan guaranty




  
 2 









	 	
(other than a loan guaranty given in a personal capacity) or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation, any indebtedness which
the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the
operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service, penalties assessed by
the United States Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise). 


 

	 	(e)	Indemnitee-Related Entities: means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
(other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a
director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the
Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy). 

  

	 	(f)	“Independent Counsel” means a law firm, or a member of a law firm, with significant experience in matters of corporation law as applicable to Tennessee
and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Claim giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. 

  

	 	(g)	 Jointly Indemnifiable Claim: means any Claim for which the Indemnitee shall be entitled to indemnification from both an Indemnitee-Related
Entity and the Company pursuant to applicable law, any indemnification agreement or the charter, bylaws, partnership agreement, operating agreement, certificate of 



  
 3 









	 	
formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity. 


 

	 	(h)	Loss: means all losses, Claims, damages, fines, or penalties, including, without limitation, any legal or other expenses (including, without limitation, any
legal fees, judgments, fines, appeal bonds or related expenses) incurred in connection with defending, investigating or settling of any Claim, fine, penalty or similar action. 


 

	 	(i)	Person: means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity. 

 2. Basic Indemnification Arrangement; Advancement of Indemnifiable
Expenses. 
 (a) In the event that the Indemnitee was, is or becomes a party to, or witness or other participant in, or is
threatened to be made, or otherwise might be involved as, a party to, or witness or other participant in, a Claim (including one pending on or before the date of this Agreement) by reason of (or arising in part out of) an Indemnifiable Event, the
Company shall indemnify the Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted by the laws of the State of Tennessee in effect on the date hereof and as amended from time to time, and shall hold the Indemnitee
harmless from and against all Losses that arise by reason of (or arising in part out of) an Indemnifiable Event; provided, however, that no change in the laws of the State of Tennessee shall have the effect of reducing the benefits
available to the Indemnitee hereunder based on the laws of the State of Tennessee as in effect on the date hereof or as such benefits may improve as a result of amendments after the date hereof. The rights of the Indemnitee provided in this
Section 2 shall include, without limitation, the rights set forth in the other sections of this Agreement. Payments of Indemnifiable Expenses shall be made as soon as practicable but in any event no later than twenty (20) calendar days
after written demand is presented to the Company, against any and all Indemnifiable Expenses. 
 (b) Upon request by the
Indemnitee, the Company shall advance, or cause to be advanced, any and all Indemnifiable Expenses incurred by the Indemnitee (an “Expense Advance”) on the terms and subject to the conditions of this Agreement, as soon as
practicable but in any event no later than twenty (20) calendar days after written demand, together with supporting documentation, is presented to the Company. The Company shall, in accordance with such request (but without duplication), either
(i) pay, or cause to be paid, such Indemnifiable Expenses on behalf of the Indemnitee, or (ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable Expenses. The Indemnitee’s right to an Expense Advance is
absolute and shall not be subject to any condition that the Board of Directors shall not have determined that the Indemnitee is not entitled to be indemnified under applicable law. However, the


  
 4 








 
obligation of the Company to make an Expense Advance pursuant to this Section 2(b) shall be subject to the condition that, if, when and to the extent that a final judicial determination is
made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law or this Agreement, the Company shall be entitled to be reimbursed by the Indemnitee (who
hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an
undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law). Any undertaking delivered by the Indemnitee hereunder, if any, to repay any Expense Advance shall
be unsecured and interest-free. 
 (c) Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be
entitled to indemnification or advancement of Indemnifiable Expenses pursuant to this Agreement in connection with any Claim initiated by the Indemnitee unless (i) the Company has joined in or the Board of Directors of the Company has
authorized or consented to the initiation of any part of such Claim; or (ii) the Claim is one to enforce the Indemnitee’s rights under this Agreement (including an action pursued by the Indemnitee to secure a determination that the
Indemnitee should be indemnified under applicable law). 
 (d) The indemnification obligations of the Company under
Section 2(a) shall be subject to the condition that Independent Counsel shall not have determined that the indemnification of the Indemnitee is not proper in the circumstances because the Indemnitee is not entitled to be indemnified under
applicable law. If Independent Counsel determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the State of Tennessee
having subject matter jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any such determination by Independent Counsel or any aspect thereof, including the legal or factual bases therefor,
and the Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under
applicable law, any determination made by Independent Counsel that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding, the Indemnitee shall continue to be entitled to receive Expense Advances, and the
Indemnitee shall not be required to reimburse the Company for any Expense Advance, until a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee is not
entitled to be so indemnified under applicable law. Any determination by Independent Counsel otherwise shall be conclusive and binding on the Company and the Indemnitee. 
 (e) The Independent Counsel making any determination under this Agreement shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors), and
Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and 

  
 5 








 
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 1(d) of this Agreement. The Company may, within ten
(10) days after such written notice of selection shall have been received, deliver to the Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(d) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 2(d) hereof, and the
Company shall pay all reasonable fees and expenses incident to the procedures of this Section 2(e). 
 (f) To the extent
that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the
Indemnitee shall be indemnified against all Indemnifiable Expenses actually and reasonably incurred in connection therewith, notwithstanding an earlier determination by Independent Counsel that the Indemnitee is not entitled to indemnification under
applicable law. For purposes of this Agreement, and without limitation, the termination of any Claim other than by adverse judgment against Indemnitee (including, without limitation, by settlement or dismissal, with or without prejudice), shall be
deemed to be a successful result as to such Claim. 
 (g) Notwithstanding anything to the contrary herein, the Company shall not
be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for any acts or omissions or transactions from which a director, officer, employee or agent may not be relieved of liability under applicable law. 

(h) Notwithstanding any other provisions contained herein, this Agreement and the rights and obligations of the parties hereto are
subject to the requirements, limitations and prohibitions set forth in state and federal laws, rules, regulations, and orders regarding indemnification and prepayment of expenses, legal or otherwise, and liabilities, including, without limitation,
Sections 48-18-502 through 48-18-507 of the Tennessee Business Corporation Act, Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the Federal Deposit Insurance Corporation’s Rules and Regulations and any successor
regulations thereto. 
 3. Indemnification for Additional Expenses. The Company shall indemnify, or cause the
indemnification of, the Indemnitee against any and all Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject to and in accordance with Section 2, which are incurred by
the Indemnitee in connection with any action brought by the Indemnitee, the Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification, 

  
 6 








 
contribution or an Expense Advance by the Company under this Agreement or any provision of the Company’s Charter and/or Bylaws and/or (ii) recovery under any directors’ and
officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that the
Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event that a final judicial determination is made in the Claim (as to which all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the
Indemnitee, or the defense by the Indemnitee of an action brought by the Company or any other Person, as applicable, was frivolous or in bad faith. 
 4. Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Indemnifiable Expenses in respect of a
Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. 

5. Burden of Proof. In connection with any determination by Independent Counsel, any court or otherwise as to whether the
Indemnitee is entitled to be indemnified hereunder, Independent Counsel or the court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the
Company or its representative to establish, by clear and convincing evidence, that the Indemnitee is not so entitled. 
 6.
Reliance as Safe Harbor. The Indemnitee shall be entitled to indemnification for any action or omission to act undertaken (a) in good faith reliance upon the records of the Company, including its financial statements, or upon
information, opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person as to
matters the Indemnitee reasonably believes are within such other Person’s professional or expert competence, or (b) on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance
with, the advice of legal counsel or accountants, provided such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any other director,
officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnity hereunder. 
 7. No Other Presumptions. For purposes of this Agreement, the termination of any Claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition, neither the failure of Independent Counsel to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an
actual determination by Independent Counsel that the Indemnitee has not met such standard of conduct or did not 

  
 7 








 
have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law shall be a
defense to the Indemnitee’s claim or create a presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief. 
 8. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Charter and Bylaws, the laws of the State of Tennessee, or
otherwise. To the extent that a change in the laws of the State of Tennessee or the interpretation thereof (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Charter and
Bylaws, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that there is a conflict or inconsistency between the terms of this Agreement and the
Charter or Bylaws, it is the intent of the parties hereto that the Indemnitee shall enjoy the greater benefits regardless of whether contained herein, in the Charter or Bylaws. No amendment or alteration of the Charter or Bylaws or any other
agreement shall adversely affect the rights provided to Indemnitee under this Agreement. 
 9. Liability Insurance. The
Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability
asserted against, or incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of
the Company, is or was serving or has agreed to serve on behalf of or at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of
another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee
against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the
Company. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the commencement of such action, suit or
proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policy. 
 10. Period of Limitations. No legal action shall be brought
and no cause of action shall be asserted by or in the right of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided,


  
 8 








 
however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 

11. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. In the event
the Company or any of its subsidiaries enters into an indemnification agreement with another director, officer, agent, fiduciary or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the indemnitee than
the terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in
full herein. As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement
to the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an amendment to this Agreement containing such more favorable term or terms. 

12. Subrogation. Subject to Section 13, in the event of payment by the Company under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers reasonably required and shall do everything that may be reasonably necessary to
secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in
connection with such subrogation. 
 13. Jointly Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims
may arise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and
agrees that the Company shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in
accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the
Indemnitee-Related Entities and no right of recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the
Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be subrogated to
the extent of such payment to all of the rights of recovery of the Indemnitee against the Company under the terms of this Agreement, and the Indemnitee shall execute all papers reasonably required


  
 9 








 
and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively
to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 13, entitled to enforce this Section 13 against the Company as though each such
Indemnitee-Related Entity were a party to this Agreement. 
 14. No Duplication of Payments. Subject to Section 13
hereof, the Company shall not be liable under this Agreement to make any payment in connection with any Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, any provision
of the Company’s Charter and Bylaws, or otherwise) of the amounts otherwise indemnifiable hereunder. 
 15. Defense of
Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee
reasonably believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict of interest or such a
conflict is likely to arise, (ii) the named parties in any such Claim (including any impleaded parties) include both (A) the Company or any subsidiary of the Company and (B) the Indemnitee, and the Indemnitee concludes that there may
be one or more legal defenses or counterclaims available to him that are different from or in addition to those available to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under
the applicable standards of professional conduct then prevailing or the Company has failed to timely assume such defense, then the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local
counsel in respect of any particular Claim) at the Company’s expense. The Company shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by the Company. The Company shall not be liable to the
Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee,
effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is or could have been a party unless such settlement includes a complete and unconditional release of the Indemnitee from all liability on all claims that are
the subject matter of such Claim and does not impose any expense, judgment, fine, penalty or limitation on the Indemnitee. Neither the Company nor the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement;
provided that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest extent permitted by Tennessee law, the Company’s assumption of the defense
of a Claim pursuant to this Section 15 will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company
under Section 2 of this Agreement. 

  
 10 









 16. Binding Effect, Etc. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors, (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the
Company), assigns, spouses, heirs, executors and personal and legal representatives. The Company shall require and cause any successor(s) (whether directly or indirectly, whether in one or a series of transactions, and whether by purchase, merger,
consolidation, or otherwise) to all or a significant portion of the business and/or assets of the Company and/or its subsidiaries (on a consolidated basis), by written agreement in form and substance reasonably satisfactory to the Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided that no such assumption shall relieve the Company from
its obligations hereunder and any obligations shall thereafter be joint and several. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as a director or officer of the Company and/or on behalf of or at
the request of the Company as a director, officer, manager, member, partner, fiduciary, trustee or in a similar capacity of another Person. Except as provided in this Section 16, neither party shall, without the prior written consent of the
other, assign or delegate this Agreement or any rights or obligations hereunder. 
 17. Contribution. In order to provide
for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company
shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any Claim, in an amount that
is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Company or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the
generality of the foregoing, such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet any required standard of conduct set forth in this Agreement, or (ii) any limitation on
indemnification set forth in Section 2(c) hereof. 
 18. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraph
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable and to give effect to the terms of this Agreement. 

19. Enforcement, Specific Performance, Etc. The Company shall be precluded from asserting in any judicial proceeding that the
procedures and presumptions 

  
 11 









 
of this Agreement are not valid, binding and enforceable. The Company agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any
court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and that failure
of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at
law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement. 

20. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if
contained in a written document delivered in person or sent by telecopy, nationally recognized overnight courier or personal delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the
signature pages of this Agreement or in writing by such party to the other parties: 
  

	 	(a)	If to the Company, to: 

  

	 	    	Green Bankshares, Inc. 


	 	    	100 North Main Street 


	 	    	Greeneville, Tennessee 37743 


	 	    	Attn: Stephen M. Rownd 


	 	    	Telephone: (423) 278-3323 


	 	    	Fax: (866) 550-2336 

 with
copies to (which copies alone shall not constitute notice): 
  

	 	    	North American Financial Holdings, Inc. 


	 	    	4725 Piedmont Row Drive 


	 	    	Charlotte, North Carolina 28210 


	 	    	Attn: Christopher G. Marshall 


	 	    	Telephone: 704-554-5901 


	 	    	Fax: 704-964-2442 

  

	 	    	and 

  

	 	    	Wachtell, Lipton, Rosen & Katz 


	 	    	51 West 52nd Street 


	 	    	New York, New York 10019 


	 	    	Attn: David E. Shapiro 


	 	    	Telephone: (212) 403-1000 


	 	    	Fax: (212) 403-2000 


  
 12 










	 	(b)	If to the Indemnitee, to the address set forth on Annex A hereto. 

 All such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses or sent
by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other
party hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice. 
 21. Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same
agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. 
 22. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction or interpretation thereof. 
 23. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Tennessee applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws. 

[SIGNATURE PAGE FOLLOWS] 

  
 13 









 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 
  

			
	GREEN BANKSHARES, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INDEMNITEE:
	
	  

	[—]	 	









 Annex A 

 

			
	Name and Business Address.
	
	  

	  

	  

	Attn:	 	  

	Tel:	 	  

	Fax: