EX-10.5



 Exhibit 10.5 

COMMUNITY FIRST, INC. 

RESTRICTED SHARE AWARD AGREEMENT 

(Officers and Employees) 

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the
         day of                 , 20         (the “Grant
Date”), between Community First, Inc., a Tennessee corporation (together with its Subsidiaries, the “Company”), and the individual identified on the signature page hereto, (the “Grantee”). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the Community First, Inc. 2016 Equity Incentive Plan (the “Plan”). 

WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, no par
value per share (the “Common Stock”); and 
 WHEREAS, pursuant to the Plan, the Committee responsible for administering the
Plan has granted an award of restricted shares to the Grantee as provided herein. 
 NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

1. Grant of Restricted Shares. 

(a) The Company hereby grants to the Grantee an award (the “Award”) of
                     shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and
conditions set forth in this Agreement and as otherwise provided in the Plan. 
 (b) The Grantee’s rights with respect to the Award
shall remain forfeitable at all times prior to the dates on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof. 

2. Terms and Rights as a Shareholder. 

(a) Except as otherwise provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the
“Restricted Period” for Restricted Shares granted herein shall expire with respect to the following percentages of the Restricted Shares granted herein as set forth below: 

 

									
	 	 	Percentage of Restricted Shares	 	 	 	Date	 	 
		 	 	 		 	 	 	
		 	 	 		 	 	 	
		 	 	 		 	 	 	
		 	 	 		 	 	 	


  
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 (b) The Grantee shall have all rights of a shareholder with respect to the Restricted Shares,
including the right to receive dividends and the right to vote such Shares, subject to the following restrictions: 
 (i) the Grantee shall
not be entitled to the removal of the restricted legends or restricted account notices or to delivery of the stock certificate (if any) for any Shares until the expiration of the Restricted Period as to such Shares and the fulfillment of any other
restrictive conditions set forth herein; 
 (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of during the Restricted Period as to such Shares and until the fulfillment of any other restrictive conditions set forth herein; and 

(iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, any Restricted Shares as to which the
applicable “Restricted Period” has not expired (or other restrictive conditions have not been met) shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Company,
unless the Grantee remains in the continuous employment (or other service-providing capacity) of the Company for the entire Restricted Period applicable to such Shares. 

(c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon (i) the termination of the Grantee’s employment from the Company which results from the Grantee’s death or Disability or (ii) a Change in Control. 

Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be
subject to the same restrictions, terms and conditions as such Restricted Shares. 
 3. Termination of Restrictions. Following the
termination of the Restricted Period, and provided that all other restrictive conditions set forth herein have been met, all restrictions set forth in this Agreement or in the Plan relating to such portion or all, as applicable, of the Restricted
Shares shall lapse as to such portion or all, as applicable, of the Restricted Shares, and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall be delivered to the Grantee or
Grantee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement (or, in the case of book-entry Shares, such restrictions and restricted stock legend shall be removed from the confirmation and account statements
delivered to the Grantee in book-entry form). 
 4. Delivery of Shares. 

(a) As of the date hereof, certificates representing the Restricted Shares may be registered in the name of the Grantee and held by the
Company or transferred to a custodian 

  
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appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to
the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The Committee may, in its
discretion, provide that the Grantee’s ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e., a
computerized or manual entry) in the records of the Company or its designated agent in accordance with and subject to the applicable provisions of the Plan. 

(b) If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Restricted Shares in
respect of which the Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Shares lapse. 

(c) If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Restricted Shares in
respect of which the Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death
satisfactory to the Company. 
 (d) Any certificate representing Restricted Shares shall bear (and confirmation and account statements sent
to the Grantee with respect to book-entry Shares may bear) a legend in substantially the following form or substance: 

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE COMMUNITY FIRST, INC. 2016 EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED
HEREBY AND COMMUNITY FIRST, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES
OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY. 
 5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement upon compliance with applicable legal
requirements. 
 6. No Right to Continued Employment. This Agreement shall not be construed as giving the Grantee the right to be
retained in the employ of the Company, and subject to any other written contractual arrangement between the Company and the Grantee, the Company may at any time dismiss the Grantee from employment, free from any liability or any claim under the
Plan. 

  
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 7. Adjustments. The Committee may make equitable and proportionate adjustments in the
terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (and shall make adjustments for the events described in Section 4.2 of the Plan) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan whenever the Committee determines that such events affect the Shares. Any such adjustments shall be effected in a manner
that precludes the material enlargement of rights and benefits under this Award. 
 8. Amendment to Award. Subject to the
restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the
Grantee, holder or beneficiary affected. 
 9. Withholding of Taxes. If the Grantee makes an election under Section 83(b) of the
Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”).
Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an
election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or property distributed with respect thereto), the Company may satisfy the required
Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to the Grantee and issue vested shares to the Grantee without restriction. The Company may satisfy the required
Withholding Taxes by withholding from the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares, or by
requiring the Grantee to remit to the Company the proper Withholding Taxes in cash. 
 10. Plan Governs. The Grantee hereby
acknowledges receipt of a copy of (or electronic link to) the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. 
 11. Severability. If any provision of this
Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such


  
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provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect. 

12. Notices. All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for
herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time. 
  

			
	To the Company:	  	Community First, Inc.
		  	501 S. James Campbell Blvd.
		  	Columbia, Tennessee 38401
		  	Attn: Chief Financial Officer
		
	To the Grantee:	  	The address then maintained with respect to the Grantee in the Company’s records.

 13. Governing Law. The validity, construction and effect of this Agreement shall be determined in
accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles. 
 14. Successors in
Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all
rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors. 

15. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the
interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes. 

[The next page is the signature page] 

  
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 IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be
duly executed effective as of the day and year first above written. 
  

			
	COMMUNITY FIRST, INC.
		
	By:	 	 
	
	GRANTEE:
	
	 



  
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