EX-10.5



 Exhibit 10.5 

EMPLOYMENT AGREEMENT 
 This EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of this 24th day of April, 2018, but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Employment Date”) by and
between CenterState Bank, N.A., a national banking association (the “Bank”), and Lee Washam (the “Executive”). 
 WHEREAS, the Executive
is serving as the President of CharterBank (“Charter”), the parent of which, Charter Financial Corporation (“CFC”), has entered into an Agreement and Plan of Merger, dated April 24, 2018 (“Merger Agreement”) with
CenterState Bank Corporation (“CSFL”), pursuant to which CFC will be merged with and into CSFL subject to the terms and conditions of the Merger Agreement (the “Merger”), and immediately thereafter, Charter will be merged with
and into the Bank; 
 WHEREAS, the Executive and the Bank desire for the Executive to serve as an officer of the Bank upon the closing of the Merger of CFC
with and into CSFL pursuant to the terms of the Merger Agreement; 
 WHEREAS, the execution and delivery of this Agreement is a condition to the willingness
of CSFL to enter into the Merger Agreement; and 
 WHEREAS, this Agreement does not impact the terms of that certain Change of Control Agreement, as
amended, by and between CharterBank, CFC, and the Executive, dated December 23, 2009, the payment terms of which will be honored as calculated under the terms of that agreement at the Effective Time; 

NOW THEREFORE, in consideration of these premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 
 ARTICLE 1 

EMPLOYMENT 

1.1    Employment. Effective as of the Employment Date, the Bank shall employ the Executive to serve as an Executive Vice
President and Regional President of Georgia, subject to the terms and conditions of this Agreement and for the period stated in Section 1 .2. The Executive shall serve under the direction of the President of the Bank and shall have such duties
and responsibilities as are consistent with a Regional President’s position for a bank of similar size and complexity as the Bank. The Executive shall exclusively devote full working time, energy, and attention to the business of the Bank and
to the promotion of the Bank’s interests throughout the term of this Agreement. The Executive shall serve the Bank faithfully, diligently, competently, and to the best of the Executive’s ability. Without the prior written consent of the
Bank, the Executive shall not render services to or for any person, firm, bank, or other entity or organization in exchange for compensation, regardless of the form in which the compensation is paid and regardless of whether it is paid directly or
indirectly to the Executive. Nothing in this Section 1.1 shall prevent the Executive from managing his personal investments and affairs, or engaging in community and charitable activities, provided that doing so does not materially interfere
with the proper performance of the Executive’s duties and responsibilities under this Agreement. 

  
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 1.2    Term. The initial term of employment shall be a period of three years,
commencing on the Employment Date and expiring on the close of business at the end of three (3) years from the Employment Date, subject to earlier termination or extension as provided herein (“Term”). On the first anniversary of the
Employment Date and on each anniversary thereafter, the Executive’s employment shall be extended automatically for one additional year unless the Bank’s Board of Directors or the Executive determine that the Term shall not be extended. If
the Board of Directors or the Executive determine not to extend the Term, such party shall notify the other party in writing at least 90 days prior to the anniversary of the Employment Date. If the Bank’s Board of Directors or the Executive
decides not to extend the term of employment, this Agreement shall nevertheless remain in force until the employment Term expires. The Board’s decision not to extend the term of employment shall not by itself give the Executive any rights under
this Agreement to claim an adverse change in position, compensation, or circumstances or otherwise to claim any entitlement to severance benefits under Article 4 of this Agreement. 

ARTICLE 2 
 COMPENSATION

 2.1    Base Salary. In consideration of the Executive’s performance of the obligations under this Agreement,
during the Term, the Bank shall pay or cause to be paid to the Executive a salary at the annual rate of not less than $247,200 (as may be increased from time to time, the “Base Salary’’), payable in installments in accordance with the
Bank’s regular payroll policies and procedures. The Executive’s salary shall be reviewed annually by the Bank’s Board of Directors or by the Board committee having jurisdiction over executive compensation. In the discretion of the
Board of Directors or the Board committee having jurisdiction over executive compensation, the Executive’s Base Salary may be increased at any time and from time to time. However, the Executive’s Base Salary shall not be reduced at any
time during the Term. 
 2.2    Incentive Compensation. For each calendar year during the Term, the Executive shall be
eligible to participate in the Bank’s incentive compensation plans, which includes a cash bonus plan and an equity based grant plan, each of which are subject to the terms and conditions and objectives of the respective plan. The
Executive’s target incentive compensation opportunity under the cash incentive plan shall be 30% of the Executive’s Base Salary, which incentive opportunity shall be based upon the achievement of such objectives and goals as shall be
established by the Bank for the Executive from time to time, and subject to the terms and conditions and other objectives and goals of the incentive plan generally, as applied to all participants in the plan, including a deferral of a percentage of
the cash bonus, as well as the other terms and conditions of this Agreement. 
 2.3    Benefit Plans and Perquisites. 

(a) Benefit plans. The Executive shall be entitled throughout the Term of this Agreement to participate in any and all employee
compensation and benefit plans in effect from time to time, including without limitation, plans providing medical, dental, disability, and group life benefits, including the Bank’s 401(k) Plan, and to receive any and all other fringe benefits
provided from time to time, provided that the Executive satisfies the eligibility requirements for any such plans or benefits. 
 (b)
Reimbursement of Business Expenses. Subject to the Bank’s policies and guidelines issued from time to time and upon submission of documentation to support expense reimbursement in conformity with applicable requirements of federal income
tax laws and regulations, the Executive shall be entitled to reimbursement for all reasonable business, entertainment, and travel expenses incurred by the Executive 

  
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 in performing his responsibilities under this Agreement during the term, including but not limited to lodging and
meals when conducting Bank business, cell phone allowance, and automobile allowance of $9,000 annually ($750 per month).. 
 (c) Vacation;
unpaid time off. The Executive shall be entitled to twenty six (26) days paid annual vacation and sick leave in accordance with the policies established by the Bank with respect thereto. 

(d) Country Club Dues. The Bank shall reimburse the Executive for reasonable and customary country club dues and expenses incurred by
the Executive. 
 ARTICLE 3 

EMPLOYMENT TERMINATION 

3.1    Termination Because of Death or Disability. 

(a) Death. The Executive’s employment shall terminate automatically at the Executive’s death. The Executive’s estate
shall receive any sums due to the Executive as Base Salary and reimbursement of expenses through the end of the month in which death occurred, and any bonus or incentive compensation earned (as defined in the plan or arrangement under which such
bonus or incentive compensation is awarded) or accrued through the date of death, including any unvested amounts awarded for previous years. For twelve months after the Executive’s death the Bank shall provide without cost to the
Executive’s family continuing health care coverage under COBRA substantially identical to that provided for the Executive before death, unless it is not feasible or lawful for the Bank to continue to do so. 

(b)    Disability. The Bank may terminate the Executive’s employment if the Executive becomes disabled, by
delivery of written notice to the Executive 30 days prior to the date of termination. For purposes of this Agreement, the Executive shall be considered “disabled” if an independent physician selected by the Bank and reasonably acceptable
to the Executive or the Executive’s legal representative determines that, because of illness or accident, the Executive is unable to perform the Executive’s duties and will be unable to perform the Executive’s duties for a period of
90 consecutive days, and the Insurance Company that is providing the Executive’s disability insurance coverage concurs that the Executive is considered “disabled” pursuant to the terms and conditions of the insurance policy in place
as contemplated in Section 2.3(a). The Executive shall not be considered disabled, however, if the Executive returns to work on a full-time basis within 30 days after the Bank gives notice of termination due to disability. If the
Executive’ s employment terminates because of disability, the Executive shall receive the salary earned through the date on which termination became effective, any bonus or incentive compensation earned (as defined in the plan or arrangement
under which such bonus or incentive compensation is awarded) but unpaid to the Executive for the calendar year preceding the calendar year in which the termination became effective, and including any earned (as defined in the Bank’s incentive
plan under which such bonus or incentive compensation is awarded) but unpaid amounts for previous years, any payments the Executive is eligible to receive under any disability insurance program in which the Executive participates, and such other
benefits to which the Executive may be entitled under the Bank’s benefit plans, policies, and agreements, or other provisions of this Agreement. 

3.2    Involuntary Termination with Cause. The Bank may terminate the Executive’s employment with “Cause” (as
defined below). If the Executive’s employment terminates with Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is entitled when
termination becomes effective. The Executive shall not be deemed to have been terminated with Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the Board of Directors
called 

  
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and held for the purpose, which resolution shall (x) contain findings that in the Board’s good faith opinion the Executive has committed an act constituting Cause, and
(y) specify the particulars thereof. For purposes of this Agreement, “Cause” means any of the following: 
  

	(a)	incompetence or dishonesty in Executive’s job performance, gross negligence, deliberate neglect of duties, willful malfeasance or misconduct in performance or failure to substantially perform the duties assigned to
the Executive by the Bank; 

  

	(b)	conviction of a felony or of any offense involving moral turpitude, dishonesty, breach of trust, organized crime or racketeering; 

  

	(c)	fraud, disloyalty, dishonesty, or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment; or 


 

	(d)	the Executive’s unreasonable and/or abusive use of addictive substances, which in the sole discretion of the Bank, may or could interfere with the Executive’s ability to perform his duties. 


3.3    Involuntary Termination Without Cause and Voluntary Termination with Good Reason. With written notice to the
Executive 90 days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the 90-day period. With advance written notice to the Bank as
provided in clause (b) below, the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the
benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason
contained in IRC Section 409A are satisfied, as the same may be amended from time to time (“Good Reason”). References in this Agreement to IRC Section 409A include rules, regulations, and guidance of general application issued by
the Department of the Treasury under IRC Section 409A. For purposes of clarification and without intending to affect the foregoing reference to IRC Section 409A for the definition of Good Reason, as of the Effective Date, the
safe-harbor definition of separation from service for good reason in Rule 1.409A-1(n)(2)(ii) would provide as follows: 

(a) A voluntary termination by the Executive if any of the following occur without the Executive’s advance written consent: 

 

	 	(w)	A reduction in the Executive’s Base Salary; 

  

	 	(x)	A material diminution of the Executive’s authority, duties, or responsibilities, provided that it shall not be considered a material diminution of the Executive’s authority, duties or responsibilities if one
or more additional Regional Presidents are appointed for the State of Georgia after the date of this Agreement; 

  

	 	(y)	A material change in the geographic location at which the Executive must perform services for the Bank, which, for purposes of this provision shall be a location outside the 50 mile radius from the Executive’s
primary residence; or 

  

	 	(z)	Any other action or inaction that constitutes a material breach by the Bank of this Agreement. 


(b)    The Executive must give notice to the Bank of the existence of one or more of the conditions described in clause
(a) within 90 days after the initial existence of the condition, and the Bank shall have 30 days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the
conditions described in clause (a) must occur within twenty-four months after the initial existence of the condition. 

  
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 3.4    Voluntary Termination by the Executive Without Good
Reason. If the Executive terminates employment voluntarily but without Good Reason, the Executive shall receive the Base Salary and any expense reimbursement to which the Executive is entitled through the date on which termination becomes
effective. 
 3.5    Termination Generally. All files, records, documents, manuals, books, forms, reports,
memoranda, studies, data, calculations recordings or correspondence, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Bank, its affiliates, and their
respective directors and officers, whether of a public nature or no and whether prepared by Executive or not, are, and at employment termination, shall remain the exclusive property of the Bank, and without the Bank’s advance written consent,
shall not be removed from Bank premises except as required in the course of providing services under this Agreement, and at termination shall be promptly returned by the Executive to the Bank. 

ARTICLE 4 
 SEVERANCE
COMPENSATION 
 4.1    Cash Severance after Termination Without Cause or Termination with Good Reason. If the
Executive’s employment is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, the Bank shall pay to the Executive, within thirty (30) days after the Executive’s employment terminates with the
Bank (or if the Executive and the Bank have not entered into a release as described in paragraph 4.3 below in the initial thirty (30) day period, up to ninety (90) days after the Executive’s employment terminates), in a single lump
sum, cash in an amount equal to the then Base Salary and any bonus or incentive compensation earned (as defined in the plan or arrangement under which such bonus or incentive compensation is awarded) but unpaid from previous years in accordance with
the Bank’s incentive plan (with the exception of the ongoing employment requirement) without discount for the time value of money. 

4.2    Post-Termination Insurance Coverage. (a) Subject to Section 4.2(b), if the Executive’s employment is
terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, the Bank shall continue or cause to be continued at the Bank’s expense and on behalf of the Executive and the Executive’s dependents and
beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination. The medical and dental insurance benefits provided
by this Section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits
provided under this Section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the
benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability benefit shall continue until the first to
occur of (w) the Executive’s return to employment with the Bank or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s
death, or (z) the end of the Term remaining under this Agreement when the Executive’s employment terminates. This Section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s
dependents or beneficiaries may be entitled under any of the Bank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment terminates, including, without any limitation, any retiree medical benefits.

 (b)    If (x) under the terms of the applicable policy or policies for the insurance benefits
specified 

  
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in Section 4.2(a), it is not possible to continue the Executive’s coverage, or (y) when employment termination occurs, (i) the Executive is a specified employee within the
meaning of IRC Section 409A, (ii) if any of the continued insurance benefits specified in Section 4.2(a) would be considered deferred compensation under Section 409A, or (iii) if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under Section 4.2(a), the Bank shall pay to the
Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the
lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if
Section 4.2(b) applies and a six-month delay is required under IRC Section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates. 

4.3    Release. The Executive shall be entitled to no compensation or other benefits under this Article 4 unless
(x) within 90 days after the Executive’s employment termination the Executive shall have entered into a release in form satisfactory to the Executive and the Bank acknowledging the Bank’s and the Executive’s remaining obligations
and discharging both parties, as well as the Bank’s officers, directors, and employees for their actions for or on behalf of the Bank, from any other claims or obligations arising out of the Executive’s employment by the Bank, including
the circumstances of the Executive’s employment termination, and (y) within that 90-day period the release shall have become irrevocable, final, and binding on the Executive under all applicable law,
with expiration of all applicable revocation periods. I f the final day of the 90-day period for execution and finality of a liability release occurs in the taxable year after the year in which the
Executive’s employment termination occurs, the benefits to the Executive under this Article 4 shall be payable in the taxable year in which the 90-day period ends and shall not be paid in the taxable year
in which employment termination occurs. Nothing in this section 4.3 is intended to abrogate the Executive’s review and revocation rights under the Older Workers’ Benefit Protection Act that may be included in any such release, and the 90-day period shall be extended if necessary to permit Executive to exercise such rights. The non-compete and other covenants contained in Article 6 of this Agreement are
not contingent on the Executive entering into a release under this section 4.3 and shall be effective regardless of whether the Executive enters into the release. 

ARTICLE 5 

CONFIDENTIALITY AND CREATIVE WORK 

5.1    Non-disclosure. The Executive covenants and agrees not to reveal to any
person, firm, company, or bank any confidential information of any nature concerning the Bank or its business, or anything connected therewith. As used in this Article 5, the term “confidential information” means all of the Bank’s and
its affiliates’ confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to – 

(a)    the whole or any portion or phase of any business plan, financial information, purchasing data, supplier data,
accounting data or other financial information; 
 (b)     the whole or any portion or phase of any research and
development information, design procedures, algorithms, or processes or other technical information; 
 (c)    the whole
or any portion or phase of any marketing or sales information, sales records, customer lists, customer information, employee lists, employee information, financial products and services, financial products and services pricing, financial information
and projections, or other sales information; and 

  
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 (d)    trade secrets, as defined from time to time by the laws of the State
of Florida. 
 However, confidential information shall exclude information that, as of the date hereof or at any time after the date hereof, is published or
disseminated without obligation of confidence or that becomes a part of the public domain (x) by or through action of the Bank, or (y) otherwise than by or at the direction of the Executive. This
Section 5.1 does not prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of
the Executive’s authority. This Section 5.1 also does not prohibit or restrict Executive from communicating directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission, the Financial
Industry Regulatory Authority or other self-regulatory organization or any other federal or state regulatory authority about any possible securities law violations. Nothing in this Agreement prohibits or restricts Executive from exercising protected
rights under Section 7 of the National Labor Relations Act to the extent that such rights cannot be waived by agreement or otherwise disclosing information as permitted by law. 

5.2.    Return of Materials. The Executive agrees to deliver or return to the Bank upon termination, or upon expiration of
this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Bank or prepared by the Executive in connection with the Executive’s services hereunder. The Executive will retain no copies
thereof after termination of this Agreement or termination of the Executive’s employment. 
 5.3    Creative Work.
The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this
Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Bank. The Executive hereby assigns to the Bank all rights, title, and interest, whether by way of
copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws. This Section 5.3 shall not be construed to require
assignment to the Bank of the Executive’s right, title, and interest in creative work and work product, including but not limited to inventions, patents, trademarks, and copyrights, developed by the Executive entirely on the Executive’s
own time and without using the Bank’s equipment, supplies, facilities, or trade secrets, unless the creative work or work product (x) relates to the Bank’s business or actual or demonstrably anticipated research or
development or (y) results from any work performed by the Executive for the Bank. However, to enable the Bank to determine the rights of the Bank and the Executive in any creative work and work product developed by the Executive
that the Executive considers non-assignable under this Section 5.3, including but not limited to inventions, patents, trademarks, and copyrights, the Executive shall during the term of this Agreement
timely report to the Bank all such creative work and work product. 
 5.4    Injunctive Relief. The Executive hereby
acknowledges that the enforcement of this Article 5 is necessary to ensure the preservation, protection, and continuity of the business, trade secrets, and goodwill of the Bank, and that the restrictions set forth in Article 5 are reasonable in
terms of time, scope, territory, and in all other respects. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Bank if the Executive fails to observe the obligations imposed by Article
5. Accordingly, if the Bank institutes an action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Bank and the Executive agrees not to urge in any such action
the claim or defense that an adequate remedy at law exists. If there is a breach or threatened breach by the Executive of the provisions of this Article 5, the Bank shall be entitled to an injunction without bond to restrain the breach or
threatened breach, and the prevailing party in any the proceeding shall be entitled to reimbursement for all costs and expenses, including reasonable attorneys’ fees. The existence of any claim or cause of action by the Executive against
the Bank shall not constitute and shall not be asserted as a defense by the Executive to enforcement of Article 5. 

  
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 5.5    Affiliates’ Confidential Information is Covered. For purposes of
this Agreement the term “affiliate” includes CSFL and any entity that directly or indirectly through one or more intermediaries’ controls, is controlled by, or is under common control with CSFL or the Bank. 

5.6    Survival of Obligations. The Executive’s obligations under Article 5 shall survive employment termination
regardless of the manner in which termination occurs and shall be binding upon the Executive’s heirs, executors, and administrators. 

ARTICLE 6 
 RESTRICTIONS
APPLICABLE AFTER EMPLOYMENT TERMINATION 
 6.1    Restrictions on the Executive’s Post-Employment Activities. The
restrictions in this Article 6 have been negotiated, presented to and accepted by the Executive contemporaneous with the offer and acceptance by the Executive of this Agreement. The Bank’s decision to enter into this Agreement is conditioned
upon the Executive’s agreement to be bound by the restrictions contained in this Article 6. For purposes of this Article 6, references to “Bank” include not only the Bank but also CSFL. 

(a) Promise of no solicitation. The Executive promises and agrees that during the Restricted Period (as defined below) and in the
Restricted Territory (as defined below) the Executive shall: 
  

	 	1.	not directly or indirectly solicit or attempt to solicit any Customer (as defined below) to accept or purchase Financial Products or Services (as defined below) of the same nature, kind, or variety as provided to
the Customer by the Bank during the two years immediately before the Executive’s employment termination with the Bank, 

  

	 	2.	not directly or indirectly influence or attempt to influence any Customer, joint venturer, or other business partner of the Bank to alter that person or entity’s business relationship with the Bank in any
respect, and 

  

	 	3.	not accept the Financial Products or Services business of any Customer or provide Financial Products or Services to any Customer on behalf of anyone other than the Bank, 


(b) Promise of no competition. The Executive promises and agrees that, during the Restricted Period and in the Restricted
Territory, the Executive shall not engage, undertake or participate in the business of providing, selling, marketing or distributing Financial Products or Services of a similar nature, kind or variety (x) as offered by the Bank to
Customers during the two years immediately before the Executive’s employment termination with the Bank, and (y) as offered by the Bank to any of its Customers during the Restricted Period. Subject to the above provisions and conditions of
this subparagraph (b), the Executive also promises that, during the Restricted Period, the Executive shall not become employed by or serve as a director, partner, consultant, agent, or owner of 5% or more of the outstanding stock of or
contractor to any entity providing Financial Products or Services that is located in or conducts business in the Restricted Territory. 
 (c) Promise of
no raiding/hiring. The Executive promises and agrees that during the Restricted Period the Executive shall not solicit or attempt to solicit and shall not encourage or induce in any way any employee, joint venturer, or
business partner of the Bank to terminate an employment or contractual or 

  
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joint venture relationship with the Bank. The Executive agrees that the Executive shall not, either directly or indirectly, on the Executive’s own behalf or in the service or on
behalf of another, hire any person employed by Bank during the two-year period before the Executive’s employment termination with the Bank or any person employed by the Bank during the Restricted Period.

 (d) Promise of no disparagement. The Executive promises and agrees that during the Restricted Period, the Executive shall
not cause statements to be made (whether written or oral) that reflect negatively on the business reputation of the Bank. The Bank likewise promises and agrees that during the Restricted Period the Bank shall not, and shall
instruct its directors and officers to not cause statements to be made (whether written or oral) that reflect negatively on the reputation of the Executive. Nothing herein is intended to restrict the Executive or the Bank from testifying
truthfully in response to any lawfully served subpoena or other legal process. 
 (e) Acknowledgment. The Executive and the Bank
acknowledge and agree that the provisions of this Article 6 have been negotiated and carefully determined to be reasonable and necessary for the protection of legitimate business interests of the Bank. Both parties agree that a violation of
Article 6 is likely to cause immediate and irreparable harm that will give rise to the need for court ordered injunctive relief. In the event of a breach or threatened breach by the Executive of any provision of this Agreement, the Bank shall
be entitled to obtain an injunction without bond restraining the Executive from violating the terms of this Agreement and to institute an action against the Executive to recover damages from the Employee for such breach. These remedies for
default or breach are in addition to any other remedy or form of redress provided under Florida law. The parties acknowledge that the provisions of this Article 6 survive termination of the employment relationship, but the provisions of this
Article 6 shall be null and void if a Change in Control of CSFL occurs before employment termination. The parties agree that if any of the provisions of this Article 6 are deemed unenforceable by a court of competent jurisdiction, that such
provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment activities as set forth in this
Agreement. Without limiting the generality of the foregoing, without limiting the remedies available to the Bank for violation of this Agreement, and without constituting an election of remedies, if the Executive violates any of the terms of
Article 6, the Executive shall forfeit on the Executive’s own behalf and that of beneficiary(ies) any rights to and interest in any severance or other benefits under this Agreement or other contract the Executive has with the Bank. 

(f) Definitions:
 1.
“Restricted Period” means the Term of this Agreement while the Executive remains employed by the Bank and the 18-month period immediately after the Executive’s termination and/or separation of
employment with the Bank, regardless of the reason for termination and/or separation. The Restricted Period shall be extended in an amount equal to any time period during which a violation of Article 6 of this Agreement is proven.

2. “Restricted Territory” means Chambers County and Lee County in Alabama, Escambia County and Santa Rosa County in Florida, and
Carroll County, Cobb County, Coweta County, DeKalb County, Fulton County, Gwinnett County and Troup County in Georgia, and all counties contiguous to each of Chambers County and Lee County in Alabama, Escambia County and Santa Rosa County in
Florida, and Carroll County, Cobb County, Coweta County, DeKalb County, Fulton County, Gwinnett County and Troup County in Georgia. 

  
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 3. “Customer” means any individual, joint venturer, entity of any sort, or other
business partner of the Bank, with, for or to whom the Bank has provided Financial Products or Services during the last two years of the Executive’s employment with the Bank; or any individual, joint venturer, entity of any sort, or business
partner whom the Bank has identified as a prospective customer of Financial Products or Services within the last two years of the Executive’s employment with the Bank. 

4.    “Financial Products or Services” means any product or service that a financial institution or a financial
holding company could offer by engaging in any activity that is financial in nature or incidental to such a financial activity under section 4(k) of the Bank Holding Company Act of 1956 and that is offered by the Bank or an affiliate on the date of
the Executive’s employment termination, including but not limited to banking activities and activities that are closely related and a proper incident to banking, or other products or services of the type of which the Executive was involved
during the Executive’s employment with the Bank. 
 ARTICLE 7 

MISCELLANEOUS 

7.1    Successors and Assigns.

(a) This Agreement is binding on successors. This Agreement shall be binding upon the Bank and any successor to the Bank,
including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Bank by purchase, merger, consolidation, reorganization, or otherwise. But this Agreement and the Bank’s obligations under
this Agreement are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the Executive, the Bank shall require any successor to all or substantially all of the business or assets of
the Bank expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform had no succession occurred. 

(b) This Agreement is enforceable by the Executive’s heirs. This Agreement shall inure to the benefit of and be enforceable by
the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees. 
 (c)
This Agreement is personal in nature and is not assignable. This Agreement is personal in nature. Without written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations
under this Agreement except as expressly provided herein. Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a
security interest, or otherwise, except for a transfer by the Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this section 7.1, the Bank shall have no
liability to pay any amount to the assignee or transferee. 
 7.2    Governing Law, Jurisdiction and
Forum. This Agreement shall be construed under and governed by the internal laws of the State of Florida, without giving effect to any conflict of laws provision or rule (whether of the State of Florida or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Florida. By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in
the State of Florida. Any actions or proceedings instituted under this Agreement shall be brought and tried solely in courts located in Polk County, Florida or in the federal court having jurisdiction in Winter Haven, Florida. The
Executive expressly waives the right to have any such actions or proceedings brought or tried elsewhere. 

  
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 7.3    Entire Agreement. This Agreement sets forth
the entire agreement of the parties concerning the employment of the Executive. Any oral or written statements, representations, agreements, or understandings made or entered into prior to or contemporaneously with the execution of this
Agreement are hereby rescinded, revoked, and rendered null and void. 
 7.4    Notices. Any
notice under this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, delivered by mail properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a
reputable overnight delivery service, or sent by facsimile. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the most current address of the Executive in the personnel records of the Bank
at the time of the delivery of such notice, and properly addressed to the Bank at 1101 First Street South, Winter Haven, FL 33880, Attention: President and Chief Executive Officer.  

7.5    Independent Clauses; Severability. The obligations set forth in this Agreement shall be
construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement of the terms of this Agreement. If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall prevail, but the affected provisions of this Agreement shall be curtailed
and limited solely to the extent necessary to bring them within the requirements of law. If any provision of this Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or voidable, or otherwise unenforceable,
the remainder of this Agreement shall continue in full force and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice. 

7.6    Captions and Counterparts. The captions in this Agreement are solely for
convenience. The captions do not define, limit, or describe the scope or intent of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. 
 7.7    Amendment and Waiver. This Agreement may not
be amended, released, discharged, abandoned, changed, or modified except by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall not
be construed to be a waiver of any such provision or affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver or any breach of this Agreement shall be
held to be a waiver of any other or subsequent breach. 
 7.8    FDIC Part 359
Limitations. Despite any contrary provision within this Agreement, any payments made to the Executive under this Agreement, or otherwise, shall be subject to compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden
Parachute Indemnification Payments, and any other regulations or guidance promulgated thereunder. 
 7.9
    Consultation with Counsel and Interpretation of this Agreement. The Executive has had the assistance of counsel of the Executive’s choosing in the negotiation of this Agreement or the Executive has
chosen not to have the assistance of counsel. Both parties hereto having participated in the negotiation and drafting of this Agreement, they hereby agree that there shall not be strict interpretation against either party in any review of this
Agreement in which interpretation of the Agreement is an issue. 
 7.10    Compliance with IRC
Section 409A. The Bank and the Executive intend that, this Agreement, including the exercise of authority or discretion under this Agreement, shall comply with IRC Section 409A. If the
Executive’s employment terminates when the Executive is a specified employee, as defined in IRC Section 409A, and if any payments under this Agreement, including Article 4, will result in 

  
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additional tax or interest to the Executive because of Section 409A, then despite any provision of this Agreement to the contrary, the Executive shall not be entitled to the payments until
the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or
(z) any earlier date that does not result in additional tax or interest to the Executive under IRC Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the
entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of IRC Section 409A, the provision shall be applied in a manner consistent with
those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under IRC Section 409A, the Bank shall reform the provision. However,
the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense
as a result of the reformed provision. References in this Agreement to IRC Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under IRC section 409A. 

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

							
	EXECUTIVE	 		 	CENTERSTATE BANK, N.A.
				
	/s/ LEE WASHAM	 		 	By:	 	/s/ John C. Corbett
	LEE WASHAM	 		 		 	John C. Corbett
		 		 		 	Chief Executive Officer


  
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