FIDELITY SOUTHERN CORPORATION FIDELITY BANK EXECUTIVE CONTINUITY AGREEMENT

“Affiliate” means any entity with whom Fidelity would be considered a single employer under Code Sections 414(b) or 414(c).

“Beneficiary” means the person or entity designated by the Executive, by a written instrument delivered to Fidelity, to receive any benefits payable under this Agreement in the event of the Executive’s death. If the Executive fails to designate a Beneficiary, or if no Beneficiary survives the Executive, such Benefits on the death of the Executive will be paid to the Executive’s estate.

“Board” means the Boards of Directors of Fidelity Southern and the Bank.

“Change of Control” means the occurrence hereafter of any event described in (1), (2) or (3) below.

Any “person” or persons acting as a group for Code Section 409A purposes, acquires stock of Fidelity Southern or the Bank which together with stock held by such person or group represents more than fifty percent (50%) of the combined voting power represented by the outstanding voting securities of Fidelity Southern or the Bank, as the case may be.

The date a majority of the members of the Board of Directors of Fidelity Southern is replaced in any 12-month period by Directors whose appointment or election is not endorsed by a majority of the

The date that any person or persons acting as a group within the contemplation of Code Section 409A acquires substantially all of the gross fair market value (determined without regard to any liabilities associated with the assets) of the assets of Fidelity Southern or the Bank, as approved by the shareholders of Fidelity Southern or the Bank, as the case may be.

“Code” means the Internal Revenue Code of 1986, amended.

“Compensation” means the total compensation paid to the Executive by Fidelity and any Affiliate which is or will be reportable as income under the Code on Internal Revenue Service Form W-2, (i) plus any amount contributed by the Executive pursuant to a salary reduction agreement, which is not includible in gross income under Code Sections 125 or 402(g) or under any other program that provides for pre-tax salary reductions and compensation deferrals; (ii) plus any amount of the Executive’s compensation which is deferred under any other plan or program of Fidelity and (iii) reduced by any income reportable on Form W-2 that is attributable to the exercise of any stock option or other equity award.

“Disability” means a condition of Executive who is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering employees of Fidelity. Whether Executive has suffered a Disability shall be made in accordance with Section 409A of the Code, provided, however, that Executive shall have been deemed to have suffered a Disability if determined to be totally disabled by the Social Security Administration or the Railway Retirement Board, or if Executive is determined to have suffered a Disability under Fidelity’s disability insurance program utilizing the definition provided therein.

“Final Compensation” means the highest of (i) the Executive’s Compensation for the 12 full calendar months immediately preceding the

“Release” a general release that releases Fidelity, its Affiliates, shareholders, directors, officers, employees, employee benefit plans, representatives, and agents and their successors and assigns from any and all employment related claims Executive or Executive's successors and Beneficiaries might then have against them (excluding any claims for vested benefits under any employee pension plan of Fidelity), in the form attached hereto as Attachment A.

“Severance Benefit” means a Salary Continuance Benefit and/or a Welfare Continuance Benefit.

“Specified Employee” has the meaning set forth for the term specified employee in Section 409A(a)(2)(B)(i) of the Code and the rules and regulations adopted thereunder.

“Termination for Cause” means a Termination of Employment by Fidelity for any of the following acts or omissions by Executive: (1) any act or omission requiring Fidelity to terminate Executive in order to comply with Section 19 of the Federal Deposit Insurance Act, 12 USC Section 1829(a), (2) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act, (3) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of Executive or any related person or affiliated company and are intended to cause harm or damage to Fidelity or its subsidiaries, (4) the illegal use of controlled substances, (5) the misappropriation or embezzlement of assets of Fidelity or its subsidiaries, (6) the breach of any other material term or provision of this Agreement to be performed by Executive (other than pursuant to Sections 10, 11, 12 or 13) which have not been cured within thirty (30) days of receipt of written notice of such breach from the Board, or (7) the breach of any provision of Section 10, 11, 12 or 13 during Executive’s employment.

“Termination for Good Reason” means a Termination of Employment by Executive due to the occurrence of one or more of the following events which are not corrected within thirty (30) days after receipt of written notice from the Executive to Fidelity:

there is a material change in the Executive’s position or responsibilities (including reporting responsibilities) which, in the

the assignment to the Executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of the Executive;

any removal of the Executive from or failure to reappoint or reelect the Executive to any of the positions the Executive held;

there is a material reduction in the Executive’s rate of annual base salary or a change in the manner the incentive compensation of the Executive is calculated and such change will result in a reduction of the incentive compensation of the Executive;

the requiring of the Executive to relocate his principal business office to any place outside a fifteen (15) mile radius from the Executive’s current place of employment in Atlanta, Georgia (reasonable required travel on Fidelity’s business shall not constitute a relocation of the Executive’s principal business office);

the failure of Fidelity to continue in effect any Welfare Plan or other compensation plan, program or policy in which the Executive is participating immediately prior to the Change of Control without substituting plans providing the Executive with substantially similar or greater benefits, or the taking of any action by Fidelity which would materially and adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive, or

the material breach of any provision of this Agreement which is not timely corrected by Fidelity upon thirty (30) days prior written notice from the Executive;

“Termination of Employment” means the termination of the Executive’s employment with Fidelity Southern, the Bank and all Affiliates. It is intended that a separation from service, as determined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder, shall be required for a Termination of Employment and, for

“Welfare Plan” means any medical, prescription, dental, disability, salary continuation, employee life, accidental death, travel accident insurance or any other welfare benefit plan, as defined in Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) made available by Fidelity Southern, the Bank or any Affiliate in which the Executive is eligible to participate.

During the Employment Period, the Executive will receive an annual base salary (“Annual Base Salary”), at least equal to the greater of (i) the highest annual base salary payable to the Executive by Fidelity in respect of the twelve full calendar month period immediately preceding the Commencement Date or (ii) the highest annual base salary rate of the Executive payable on and after the Commencement Date and prior to the Change of Control. During the Employment Period, the Annual Base Salary will be increased at any time and from time to time so as to be substantially consistent with increases in base salaries generally awarded in the ordinary course of business to other peer executives of Fidelity. Any increase in Annual Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary will not be reduced thereafter nor shall any such increase during the Employment Period be reduced thereafter. In the event a Change of Control occurs and the Executive has previously incurred a Termination of Employment within the one (1) year period prior to the Change of Control, if the Executive’s Compensation for the period of the Executive’s employment hereunder during that one (1) year period prior to the Change of Control is less than a prorated portion of the Executive’s Annual Base Salary for that same period of employment, then on the first business day of the calendar month following the Change of Control the difference

During the Employment Period, the Executive will be entitled to participate in all incentive plans (including, without limitation, stock option, stock purchase, savings, supplemental medical and retirement plans) and other programs and practices applicable generally to other peer executives of Fidelity, but in no event will such plans and other programs, practices, including policies to provide the Executive with incentive opportunities, savings opportunities and retirement and other benefit opportunities, in each case, be less favorable, in the aggregate, than those provided by Fidelity for the Executive under such plans, practices, policies and program as in effect at any time on and after the Commencement Date and prior to the Change of Control.

In addition the method of the calculation of the Executive’s total incentive compensation for each fiscal year, or part thereof, during the Employment Period will not be changed in any manner which will result in less total incentive compensation being paid or payable to the Executive by Fidelity in respect of the Employment Period (or any portion thereof) from the maximum amount that would have been paid using the method of calculating incentive compensation under the incentive compensation programs in effect on and after the Commencement Date and prior to the Change of Control. The parties agree that the Executive shall be entitled to incentive compensation for services rendered during part of a fiscal year regardless of the reason for the Termination of Employment of the Executive.

During the Employment Period the Executive and the eligible members of the Executive’s family (“Dependents”) who participated (or otherwise were provided coverage) on the Commencement Date and continue to be eligible for participation in any Welfare Plan, will receive all such benefits under the Welfare Plans to the extent applicable generally to other peer executives of Fidelity and their Dependents similarly situated, but in no event will the Welfare Plans provide benefits for the Executive and Dependents that are less favorable, in the aggregate, than the most favorable benefits provided under the Welfare Plans in effect at any time during the Employment Period.

During the Employment Period, the Executive will be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of Fidelity in effect for which the Executive qualifies or qualified at any time during the Employment Period including, if more

Provided the Executive executes a Release and the period for revocation of the Release expires before the scheduled commencement date of payment, then beginning on the first regular payroll date of the Bank which occurs at least ninety (90) days following the later of (i) a Change of Control, or (ii) the Executive’s Termination of Employment within one year before or after the Change of Control either by action of Fidelity other than a Termination for Cause, Disability or death, or by action of the Executive upon a Termination for Good Reason, the Executive will be entitled to the compensation described in this Section.

Executive will be paid severance equal to the excess of the Executive’s Final Compensation over the aggregate amount initially contingently payable under Section 14 (the “Salary Continuance Benefit”). Any such reduction required in the payments under this Agreement will proportionately reduce each payment otherwise due under this Agreement. The Salary Continuance Benefit will be made net of all required Federal and State withholding taxes and similar required withholdings and authorized deductions. The Salary Continuance Benefit shall be payable to the estate of the Executive upon the death of the Executive after the amounts become payable. If the Executive is not a Specified Employee, the Salary Continuance Benefit will be payable in 24 equal semi-monthly installments commencing on the 15th or last day of the month immediately following the date after the expiration of the ninety (90) day period after the later of the (i) Change of Control or (ii) Termination of Employment, whichever date occurs first, and then continuing on the 15th and last day of each calendar month thereafter until all such installments are paid. If the Executive is a Specified Employee, the Salary Continuance Benefit shall not be payable until the first 15^th or last day of the month which is at least six months after the later to occur of the Executive’s Termination of Employment or the Change of Control. All installments, which would have otherwise been required to be made over such six-month period if the Executive had not been a Specified Employee, shall be paid to the Executive in one lump sum payment on the first 15^th or last day of the month which is at least six months after the Executive’s Termination of Employment or Change of Control, as applicable. After the lump sum payment, the remaining semi-monthly installments (each equal to 1/24 of the Salary Continuance Benefit) will continue on the 15^th and last day of each calendar month until all such installments are paid.

In the event that prior to a Change of Control the Executive incurs an involuntary Termination of Employment other than for Cause, Disability or death, then to the extent permitted by applicable law which will not result in the imposition of excise taxes, for a period of up to six (6) months Fidelity will fully subsidize the otherwise required premium payments for any health care continuation coverage (for example, COBRA) which is required by applicable federal law to be made available to the Executive and the Executive's dependents, beneficiaries or former spouse, as elected by the Executive, beneficiary, dependent or former spouse. In the event that within one (1) year after a Change of Control the Executive incurs either an involuntary Termination of Employment other than for Cause, Disability or death, or a Termination of Employment for Good Reason, then to the extent permitted by applicable law which will not result in the imposition of excise taxes, for a period of up to twelve (12) months Fidelity will fully subsidize the otherwise required premium payments for any health care continuation coverage (for example, COBRA) which is required by applicable federal law to be made available to the Executive and the Executive's dependents, beneficiaries or former spouse, as elected by the Executive, beneficiary, dependent or former spouse. Any benefit provided under this Section 4(c) shall be referred to as a Welfare Continuance Benefit.

If the Executive violates any of the undertakings set forth in Sections 10, 11, 12 and 13 of this Agreement after the Termination of Employment, any additional compensation and benefits under this Section 4 shall cease and be forfeited.

Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined in a written opinion by the firm of certified public accountants regularly used by Fidelity (the “Accounting Firm”) (such determination to be made within thirty (30) days of a request by the Executive following a Change of Control) or by the Internal Revenue Service that any payment or distribution by Fidelity to or for the benefit of the Executive under this Agreement (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest and penalties accrued due to the Executive’s failure to pay or underpayment of such tax in reliance on the opinion of Fidelity’s firm of certified public accountants, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. the Executive shall promptly notify Fidelity in writing of any claim by the

Except as otherwise provided in Section 7(c) below, payment of a Severance Benefit will be in addition to any other amounts otherwise then currently payable to the Executive, including any accrued but unpaid vacation pay or deferred compensation. No payments or benefits payable to or with respect to the Executive pursuant to this Agreement will be reduced by any amount the Executive may earn or receive from employment with another employer or from any other source. In no event will the Executive be obligated to seek other employment or take any

Nothing in this Agreement will limit or otherwise affect such rights as the Executive may have under any other contract or agreement with Fidelity or Affiliates. Amounts which constitute vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement (collectively, “programs”) with Fidelity or Affiliates at or subsequent to the Executive’s Termination of Employment will be payable in accordance with such program.

The total amount payable hereunder for Salary Continuance Benefits and consideration for the non-compete, non-solicitation and non-disclosure provisions (as set forth in Section 14) shall not exceed the Executive’s Final Compensation. The maximum amount payable is subject to adjustment for any other severance or other similar Change of Control-related benefits which contingently or otherwise exist as of the date of this Agreement plus the aggregate amount initially contingently payable under Section 14. Fidelity or an Affiliate and the Executive may be parties to other agreements, policies, plans, programs or arrangements relating to the Executive’s employment. This Agreement shall be construed and interpreted so that the Salary Continuance Benefit, Welfare Continuance Benefit and other payments (including, but not limited to, payments described in Section 14 below) hereunder are payable or made available only to the extent that similar amounts are not already paid or made available to the Executive under any other agreements, policies, plans, programs or arrangements which exist as of the date of this Agreement. Without limiting the foregoing, any Salary Continuance Benefit, Welfare Continuance Benefit and other payments (including, but not limited to, payments described in Section 14 below) payable under this Agreement shall be reduced by any other compensation, severance pay, continued welfare benefits, non-compete payments or other similar amounts to which the Executive already has a contingent or vested right under any other similar agreements, policies, plans, programs or existing arrangements covering the Executive with respect to Fidelity or any Affiliate; it being the intent of both the Executive and Fidelity or any Affiliate not to provide to the Executive any duplicative payments, severance pay or welfare benefits hereunder. To the extent any benefit otherwise payable under this Agreement is to be reduced as a result of any existing benefits, contingent or otherwise, then the benefits payable under this Agreement are reduced accordingly and each payment hereunder will be reduced proportionately.

To the extent that federal, state or local law requires Fidelity or an Affiliate to provide notice and/or make a payment to the Executive because of an involuntary Termination of Employment, the severance pay available under this Agreement for periods for which the Executive is not required to report to work shall be reduced, but not below zero, by the amount of any such mandated payments.

During the term of the Executive’s employment with Fidelity, and at all times thereafter, the Executive shall not use or disclose to others, without the prior written consent of Fidelity, any Trade Secrets (as hereinafter defined) of Fidelity, or any Affiliate or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any Affiliate), and such disclosure shall be limited to those who have a need to know.

During the term of the Executive’s employment with Fidelity, and for twelve (12) months after the Executive’s Termination of Employment for any reason, the Executive shall not use or disclose to others, without the prior written consent of Fidelity, any Confidential Information (as hereinafter defined) of Fidelity, or any Affiliate or any of their customers, except for use or disclosure thereof in the course of the business of Fidelity (or that of any Affiliate), and such disclosure shall be limited to those who have a need to know.

Upon a Termination of Employment with Fidelity for any reason, the Executive shall not take with him any documents or data of Fidelity or any Affiliate or of any customer thereof or any reproduction thereof and agrees to return any such documents and data in his possession at that time.

The Executive agrees to take reasonable precautions to safeguard and maintain the confidentiality and secrecy and limit the use of all Trade Secrets and Confidential Information of Fidelity and all subsidiaries and customers thereof.

Trade Secrets shall include only such information constituting a “Trade Secret” within the meaning of subsection 10-1-761(4) of the Georgia Trade Secrets Act of 1990, including as hereafter amended. Confidential Information shall include all information and data which is protectable as a legal form of property or non-public information of Fidelity or their customers, excluding any information or data which constitutes a Trade Secret.

Trade Secrets and Confidential Information shall not include any information (A) which becomes publicly known through no fault or act of the Executive; (B) is lawfully received by the Executive from a third party after a Termination of Employment without a similar restriction regarding confidentiality and use and without a breach of this Agreement or (C) which is independently developed by the Executive and entirely unrelated to the business of providing banking or banking related services.

The Executive agrees that any and all information and data originated by the Executive while employed by Fidelity and, where applicable, by other employees or associates under the Executive’s direction or supervision in connection with or as a result of any work or service performed under the terms of the Executive’s employment, shall be promptly disclosed to Fidelity, shall become Fidelity’s property, and shall be kept confidential by the Executive. Any and all such information and data, reduced to written, graphic or other tangible form and any and all copies and reproduction thereof shall be furnished to Fidelity upon request and in any case shall be returned to Fidelity upon the Executive’s Termination of Employment.

The Executive agrees that the Executive will promptly disclose to Fidelity all inventions or discoveries made, conceived or for the first time reduced to practice in connection with or as a result of the work and/or services the Executive performs for Fidelity.

The Executive agrees that he will assign the entire right, title and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Fidelity. The Executive further agrees that the Executive will, without expense to Fidelity, execute all documents and do all acts which may be necessary, desirable or convenient to enable Fidelity, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

Consideration for Non-Compete, Non-Solicitation and Non-Disclosure Provisions.

The Agreement will be binding upon and inure to the benefit of Fidelity, the Executive and their respective heirs, representatives, successors and assigns.

Fidelity will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Fidelity to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Fidelity would be required to perform it if no such succession had taken place. As used in this Agreement, “Fidelity” will mean Fidelity as herein defined and any successor to its business and/or assets which assumes this Agreement by operation of law or otherwise.

Fidelity agrees to pay or reimburse the Executive promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof unless a court of competent jurisdiction determines that the Executive acted in bad faith in initiating the contest) by Fidelity, any Affiliate, the Executive or others regarding the validity or enforceability of, or liability under, any provision of this Agreement

If there is any dispute between Fidelity and the Executive, in the event of any Termination of Employment by Fidelity or by the Executive, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that the Executive is not entitled to benefits under this Agreement, Fidelity will pay or cause to be paid all amounts, and provide all benefits, to the Executive and/or the Executive’s family or other Beneficiaries, as the case may be, that Fidelity would be required to pay or provide pursuant to this Agreement. Fidelity will not be required to pay any disputed amounts pursuant to this subsection except upon receipt of an undertaking (which may be unsecured) by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudge by such court not to be entitled.

Amendments/Waivers/Counterparts. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and the writing is signed by the Executive and Fidelity. A waiver of any breach of or compliance with any provision or condition of this Agreement is not a waiver of similar or dissimilar

Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given upon receipt when delivered by hand or upon delivery to the address of the party determined pursuant to this Section 23 when delivered by express mail, overnight courier or other similar method to such address or by facsimile transmission (provided a copy is also sent by registered or certified mail or by overnight courier), or five (5) business days after deposit of the notice in the US mail, if mailed by certified or registered mail, with postage prepaid addressed to the respective party as set forth below, which address may be changed by written notice to the other parties:

Confidentiality. The Executive agrees that the Executive will not discuss the Executive’s employment and resignation or termination (including the terms of this Agreement) with any representatives of the media, either directly or indirectly, without the prior written consent and approval of Fidelity.