AWARD AGREEMENT FirstBank 2012 Equity Based Incentive Plan

EXHIBIT 10.12

AWARD AGREEMENT

FirstBank 2012 Equity Based Incentive Plan

THIS AWARD AGREEMENT (the “Agreement”) is made under the FIRSTBANK 2012 EQUITY BASED INCENTIVE PLAN, and is made, effective as of August 19, 2016 (the “Grant Date”), between FirstBank, a Tennessee corporation (the “Company”), and Christopher T. Holmes (the “Participant”).

WITNESSETH:

WHEREAS, the Company maintains the FirstBank 2012 Equity Based Incentive Plan (the “Plan”), as it may hereafter be amended and continued, in order to attract and retain quality management personnel and provide its management or highly compensated employees with incentives to achieve long-term corporate objectives, and a copy of the Plan has been delivered to or made available to the Participant;

WHEREAS, the Participant is an officer or other key employee of the Company with responsibility for the management or administration of the Company’s business;

WHEREAS, pursuant to the Participant’s Employment Agreement with the Company dated as of August 19, 2016 (the “Employment Agreement’), the Company has granted certain EBI Units as defined under the Plan to the Participant on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

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Notwithstanding Section 5(c) of the Plan, the EBI Units shall be fully-vested as of the Grant Date.

Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment or other service of the Company, the Parent or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, the Parent or any Subsidiary, which are hereby expressly reserved, to discharge the Participant at any time for any reasons whatsoever, with or without cause.

Notwithstanding anything in this Agreement to the contrary, except as provided in Sections 2 and 5 hereof, the terms of this Agreement shall be subject to the terms of the Plan. Notwithstanding the foregoing, Section 8 of the Plan shall not apply to the EBI Units granted hereunder.

Except as otherwise provided in this Section 4, in the event of any inconsistency between this Agreement and the Plan, the Plan shall control.

Notwithstanding Section 6(a) of the Plan, the EBI Units shall become payable on the earlier of (i) December 31, 2016, (ii) a “change in control event” as defined in Code Section 409A, (iii) Participant’s “separation from service,” as defined in Code Section 409A, by reason of his Disability (as defined in the Employment Agreement), or (iv) Participant’s death. The other terms and conditions of payment with respect to the EBI Units are provided in Section 6(b) of the Plan.

Pursuant to Section 9(j) of the Plan, notwithstanding anything herein to the contrary, if the EBI Units would otherwise be payable under this Agreement by reason of Participant’s separation from service during a period in which he is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(vi), then payment with respect to the EBI Units will be made on the first day of the seventh month following Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death).

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IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Grant Date.

FirstBank

PARTICIPANT    

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