3. Compensation. During the term of Executives employment hereunder:
(a) Salary. Effective January 1, 2019, for the services provided for herein, CapStar shall pay to Executive, and Executive shall accept from CapStar, a base salary of Three Hundred Fifty Five Thousand and No/100 Dollars ($355,000.00) per annum (Executives Base Salary), subject to any and all withholdings and deductions required by law, payable in accordance with the customary payroll practices of CapStar. During the term of this Agreement, Executives Base Salary shall be reviewed from time to time by the Board, and may be increased, but not decreased below the Base Salary, from time to time by the Board, based upon such factors as it may establish from time to time.
(b) Bonus. For the services provided for herein, Executive shall be eligible to receive an annual bonus of up to 40% of Executives Base Salary, subject to the terms and conditions set forth annually by the Board at its sole discretion or pursuant to any bonus plan that may be adopted.
(c) Benefits. CapStar shall provide to Executive, consistent with the terms and conditions of the respective plans, and pay the cost of, such employee benefits as are provided to Executive Officers of CapStar generally under benefit plans adopted by CapStar from time to time (such benefit plans of CapStar in effect from time to time, Employee Benefit Plans). The Employee Benefit Plans may include vacation days, sick days or other types of paid or unpaid leave, insurance programs, pension plans, profit sharing plans, bonus plans, stock option plans, restricted stock plans or other stock-based incentive plans, and other employee benefit plans. Provision of such benefit plans by CapStar is within the sole discretion of CapStar, and any such benefits may be amended, modified or discontinued at any time by CapStar.
(d) Reimbursements. Upon timely and well-documented requests by Executive submitted within one month from the payment of such expenses by Executive, CapStar shall reimburse Executive for Executives costs and expenses incurred in connection with the performance of Executives duties or otherwise for the benefit of CapStar, specifically including any business expenses incurred with the prior approval of the Board. Such reimbursements shall be made in accordance with the policies established by CapStar from time to time, recognizing that CapStar may have different reimbursement policies for executive officers, and likewise may have different reimbursement policies for Executive as Chief Financial Officer of CapStar. Such reimbursements may be approved by CapStar on a one-time basis for a particular expenditure, or on an ongoing basis, and may include automobile expense reimbursements, among others; provided, that such ongoing approvals shall be subject to change from time to time.
(e) Restricted Stock Award. As additional consideration for Executives services to Bank, Bank will take action to cause Executive to receive an award of 5,600 shares of the common stock of CapStar Financial Holdings, Inc. Such award will be fully vested upon issuance and subject to the terms of the CapStar Financial Holdings, Inc. Stock Incentive Plan and a separate Restricted Stock Agreement between Executive and CapStar Financial Holdings, Inc. Bank will advance funds necessary for payment of all taxes and withholdings due upon the issuance of the award under a three-year forgivable loan described in a separate Promissory Loan Agreement. If, however, Executive is terminated by Bank for Cause, as defined in Section 5(a), or if Executive voluntarily resigns before three years following the Effective Date, Executive shall be liable for repayment to Bank a pro rata portion of the forgivable loan, calculated as the percentage of the three-year period of actual service completed by the Executive following the Effective Date, and repayment to Bank of a pro rata portion of the cash value of the stock award (to be calculated by dividing Employees length of service following the effective date of this agreement by three years).
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