Split-Dollar Agreement, dated as of January 1, 2016, by and between National Bank of Commerce and Michael D. Goodson, Jr

(a)

Notwithstanding anything in this Agreement to the contrary, no amounts shall be due or owing to the Insured or the Insured’s estate or beneficiaries under this Agreement if, for any reason:

(i)

the insurance company identified on Exhibit C (the “Insurer”) or any successor Insurer or substitute or replacement Insurer denies a claim under the Policy;

(ii)

the Insurer or any successor Insurer or substitute or replacement Insurer fails to pay a claim under the Policy, whether as a result of a bankruptcy, insolvency or other similar proceeding being instituted by or against the Insurer or any successor Insurer or substitute or replacement Insurer or for any other reason; or

(iii)

no death benefits have been paid under the Policy to the Bank (or, to the extent of any endorsement by the Bank to the Insured, to the Insured’s estate or beneficiaries).

(b)

It is the intent of the parties that this Agreement shall provide for a death benefit only and shall not provide the Insured with a right to the cash value of the Policy or any retirement or deferred compensation benefits or rights.

(c)

It is the intent of the parties that any of the Insured’s rights to payment hereunder shall be funded solely from the Policy proceeds, and the Bank shall have no liability or obligation to the Insured in the event of non-payment of death proceeds under the Policy or a default by the Insurer for any reason.

(d)

The Insured shall assist the Bank in obtaining the Policy by, from time to time and promptly upon the request of the Bank, supplying any information necessary to obtain the Policy and submitting to any physical examinations required therefor.

(a)

The Insured’s beneficiary(ies) designated in accordance with Section 3 above shall be entitled to receive an amount equal to the lesser of (i) the Death Benefit, determined in accordance with Exhibit A hereto, or (ii) one hundred percent (100%) of the difference between the total death proceeds payable under the Policy and the cash surrender value of the Policy, as determined in accordance with Section 7 below (such difference in the total death proceeds and the cash surrender value of the policy is defined as the “net amount at-risk.”).

(b)

The Bank shall be entitled to any death proceeds remaining payable under the Policy after payment to the Insured’s beneficiaries pursuant to Section 6(a) above.

(c)

The Bank and the Insured’s beneficiaries shall share in any interest due and payable on the death proceeds of the Policy on a pro rata basis, based on the amount of death proceeds due each party, excluding any such interest.

(a)

For purposes of this Section 8, the terms “Change in Control” and “Separation from Service” shall have the meanings given to those respective terms in that certain Supplemental Executive Retirement Benefits Agreement entered into between the Insured and the Bank effective as of January 1, 2016 (the “SERP”).

(b)

Prior to a Change in Control, this Agreement shall terminate immediately upon the first to occur of the following:

(i)

the distribution of the death benefit proceeds in accordance with Section 6 above;

(ii)

the termination of the Insured’s employment with the Bank prior to attaining age 65 for any reason other than death; provided, however, if the Insured becomes Substantially Disabled (as defined in the SERP) while employed by the Bank, then, for purposes of this Agreement the Insured shall be treated as remaining in full-time employment with the Bank through to the earlier of (A) the date on which the Insured ceases to be Substantially Disabled or (B) the date on which the Insured attains age 65

(iii)

the surrender or termination of the Policy by the Bank; provided, however, the Bank shall not surrender or otherwise terminate he Policy unless such surrender or termination is required by law or pursuant to any applicable bank regulatory order; or

(iv)

the Insured attaining age 80.

(c)

Following a Change in Control that occurs before the Insured experiences a Separation from Service with the Bank or an affiliate thereof, this Agreement shall remain in effect until the earlier of (i) the distribution of the death benefit proceeds in accordance with Section 6 above or (ii) the Insured attaining age 80, unless the Insured consents in writing to an earlier termination of the Agreement.

(a)

This Agreement shall be administered by the Board of Directors of the Bank or its duly authorized designee (the “Administrator”). The Administrator shall be responsible for the management, control and administration of the Policy’s death proceeds. The Administrator may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. Upon the death of the Insured, the Administrator shall contact the Insurer in order to complete a claim form and determine the procedures to effect the payment of the death proceeds under the Policy. If the Insurer denies a claim for payment under the Policy, the Administrator may, in its sole discretion, contest such denial.

(b)

The Administrator shall have the powers, duties and full discretionary authority to:

(i)

construe and interpret the provisions of this Agreement;

(ii)

adopt, amend or revoke rules and regulations for the administration of this Agreement, provided that they are not inconsistent with the provisions of this Agreement;

(iii)

provide appropriate parties with such returns, reports, descriptions and statements as may be required by law, within the times prescribed by law, and to make them available to the Insured (or the Insured’s beneficiaries) when required by law;

(iv)

take such other action as may be reasonably required to administer this Agreement in accordance with its terms or as may be required by law;

(v)

withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and

(vi)

appoint and retain such persons as the Administrator may deem necessary or advisable for carrying out its duties as administrator.

(a)

For purposes of these claims procedures, the Administrator shall serve as the “Claims Administrator.”

(b)

Any claim for benefits hereunder shall be filed by the Insured, his beneficiary or a duly authorized representative thereof (a “Claimant”) through the provision of a written notification to the Claims Administrator. The Claims Administrator shall make all determinations as to the right of any Claimant to a benefit hereunder.

(c)

If the claim is wholly or partially denied, the Claims Administrator shall provide written or electronic notice thereof to the Claimant within a reasonable period of time, but not later than ninety (90) days after receipt of the claim; provided, however, that the Claims Administrator may extend the time for processing a claim to a date not more than one hundred eighty (180) days after receipt of the claim if special circumstances require an extension. Written notice of any extension of time shall be sent to the Claimant within ninety (90) days after receipt of the claim and shall include an explanation of the special circumstances requiring the extension and the date by which the Claims Administrator expects to render a final decision.

(d)

Any notice of a denial of a claim for benefits hereunder shall (i) specify the reason for the denial; (ii) reference the provisions of this Agreement on which the denial is based; (iii) describe the additional material or information, if any, necessary for the Claimant to receive benefits and explain why such material or information is necessary; (iv) indicate the steps to be taken by the Claimant if a review of the denial is desired, including the time limits applicable thereto; and (v) contain a statement of the Claimant’s right to bring a civil action under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in the event of an adverse determination on review.

(e)

If a claim is denied and a review is desired, the Claimant shall notify the Claims Administrator in writing within sixty (60) days after receipt of written notice of a denial of a claim. In requesting a review, the Claimant may submit any written comments, documents, records and other information relating to the claim that the Claimant feels are appropriate. The Claimant shall be provided reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits, upon request and free of charge. For purposes of this Section 11, a document, record or other item of information shall be considered “relevant” to the Claimant’s claim if it (i) was relied upon in making the benefit determination; (ii) was submitted, considered or generated in the course of making the benefit determination, whether or not actually relied upon in making the determination; or (iii) demonstrates compliance with the administrative processes and safeguards of this claims procedure.

(f)

The Claims Administrator shall review the claim, taking into account all comments, documents, records and other information submitted by the Claimant, without regard to whether such information was submitted or considered in the initial benefit determination, and shall provide the Claimant with written or electronic notification of the benefit determination upon review. In the event of an adverse benefit determination on review, the notice thereof shall (i) specify the reason or reasons for the adverse determination; (ii) reference the specific provisions of this Agreement on which the benefit determination is based; (iii) contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits; and (iv) inform the Claimant of the right to bring a civil action under the provisions of ERISA.

(g)

After exhausting the claims procedure described herein, nothing shall prevent the Claimant from pursuing any other legal or equitable remedy otherwise available, including the right to bring a civil action under Section 502(a) of ERISA, if applicable. Notwithstanding the foregoing, no legal action may be commenced or maintained against the Bank, the Board of Directors of the Bank (or any member thereof) or the Claims Administrator more than ninety (90) days after the Claimant has exhausted the procedures and remedies set forth in this Section 11.

(a)

Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission of an executed counterpart.

(b)

Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable among themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. The term “person” shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, governmental entities and associations. The terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion of other items not specifically enumerated.

(c)

Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be held to be invalid, illegal, unenforceable or inconsistent with any present or future law, ruling, rule or regulation of any court, governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision shall be rescinded or modified in accordance with such law, ruling, rule or regulation and the remainder of this Agreement or the application of such provision to the person or circumstances other than those as to which it is held inconsistent shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(d)

Governing Law. This Agreement is made between the Insured and a national banking association with its main office in the State of Alabama and shall be governed in all respects and construed in accordance with the laws of the State of Alabama, without regard to its conflicts of law principles, except to the extent superseded by the Federal laws of the United States.

(e)

Binding Effect. This Agreement is binding on the parties and their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding on the Insured’s estate, administrators, personal representatives and heirs. This Agreement may be assigned or transferred by the Bank to any party to which the Bank assigns or transfers the Policy. The Bank agrees to maintain an executed counterpart of this Agreement as an official record of the Bank.

(f)

No Trust. Nothing in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Insured, the Insured’s designated beneficiary or any other person.

(g)

Assignment of Rights. None of the payments provided by this Agreement shall be subject to seizure for payment of any debts or judgments against the Insured or any beneficiary of the Insured, nor shall the Insured or any beneficiary of the Insured have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder; provided, however, that the undistributed portion of any benefit payable hereunder shall at all times be subject to setoff for debts owed by the Insured to the Bank.

(h)

Entire Agreement. This Agreement (together with its exhibits, which are incorporated herein by reference) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, agreements and understandings, whether oral or written, relating to the subject matter hereof.

(i)

Notice. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand or by first class, certified or registered mail, postage prepaid, addressed to the Bank or the Insured, as applicable, at the address for such party set forth below or such other address designated by written notice.

Bank:

National Bank of Commerce

813 Shades Creek Parkway, Suite 100

Birmingham, Alabama 35209

Attn: Chief Financial Officer

Michael D. Goodson, Jr.

[HOME ADDRESS]

(j)

Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(k)

Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe the provisions hereof. No waiver of any provision in this Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is asserted.

(l)

Amendment. Subject to the Bank’s ability to terminate this Agreement in accordance with Section 8, no amendments or additions to this Agreement shall be binding unless in writing and signed by both parties hereto. Notwithstanding the foregoing, the Bank may amend this Agreement (and may do so retroactively) without the consent or approval of the Insured or any beneficiary of the Insured if such amendment is necessary to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), or in order to avoid the application of any penalties that may be imposed on the Insured and any beneficiary of the Insured pursuant to the provisions of Section 409A.

(m)

Purpose. The primary purpose of this Agreement is to provide certain death benefits to the Insured as a member of a select group of management or highly compensated employees of the Bank.

(n)

Compliance with Section 409A. This Agreement is intended to be exempt from the provisions of Section 409A and the rules and regulations promulgated thereunder. However, the Bank does not warrant to the Insured that all amounts payable under this Agreement will be exempt from, or paid in compliance with, Section 409A. The Insured understands and agrees that he bears the entire risk of any adverse federal, state or local tax consequences and penalty taxes which may result from payment of compensation for his services on a basis contrary to the provisions of Section 409A or comparable provisions of any applicable state or local income tax laws.

(l)

Legal Fees. From and after the occurrence of a Change in Control, the Bank shall pay all reasonable legal fees and expenses incurred by the Insured or any beneficiary of the Inured in seeking to obtain or enforce any right or benefit provided by this Agreement promptly from time to time, at the Insured’s request or the request of his beneficiary, as such fees and expenses are incurred; and the Insured or his beneficiary shall be under no obligation to reimburse the Bank for any such fees and expenses regardless of whether the Insured or his beneficiary was successful in seeking to obtain or enforce any right or benefit provided by this Agreement. The Bank’s obligation in this regard shall continue until such time as a final determination (including any appeals) is made with respect to the proceedings; provided, however, that such proceedings must commence prior to the expiration of any applicable statute of limitations and payment of such reimbursements must be made as soon as feasible following the date Insured or his beneficiary submits verification of the expenses incurred but not later than the last day of the Insured’s or his beneficiary’s taxable year following the taxable year in which the expenses are incurred. The Executive’s (or his beneficiary’s) right to payment of legal fees and expenses hereunder shall not be subject to liquidation or exchange for another benefit, and the amount of fees and expenses eligible for reimbursement in one taxable year of the Executive (or his beneficiary) shall not affect the expenses eligible for reimbursement in any other taxable year.

(m)

Death Certificate. The Insured’s beneficiary shall be responsible for obtaining an original or certified copy of the Insured’s death certificate as may be required by the Insurer to process any claims for Policy death proceeds and the Insured’s beneficiary shall provide the Bank with a certified copy of the death certificate upon request by the Bank.

BANK:

National Bank of Commerce

Date:

December 18, 2015

By:

/s/ G. Ruffner Page, Jr.

Its:

Director and Chairman of the

Compensation Committee

INSURED:

Date:

December 18, 2015

/s/ Michael D. Goodson, Jr.

Michael D. Goodson, Jr.

Date

December 18, 2015

/s/ Michael D. Goodson, Jr.

Michael D. Goodson, Jr.

Accepted: 

National Bank of Commerce

Date

December 18, 2015 

/s/ G. Ruffner Page, Jr.

Director and Chairman of the