AMENDED AND RESTATED EMPLOYMENT AGREEMENT

22.    Compliance with Regulatory Restrictions.

    

Notwithstanding anything to the contrary herein, any compensation or other benefits paid to the Employee shall be limited to the extent required by any federal or state regulatory agency having authority over the Company or the Bank. The Employee agrees that compliance by the Employer with such regulatory restrictions, even to the extent that compensation or other benefits paid to the Employee are limited, shall not be a breach of this Agreement by the Employer.

This Release and Separation Agreement (the “Agreement”) is made and entered into by and between J. Daniel Speight, Jr. (“Employee”) and State Bank and Trust Company (the “Bank”), as well as any affiliated or related entities, subsidiaries, or divisions, and the shareholders, directors, officers, employees, and agents thereof, including but not limited to State Bank Financial Corporation (collectively referred to as the “Employer”).

                            

THE PARTIES acknowledge the following:

THEREFORE, in consideration of the mutual agreements and promises set forth within this Agreement, the receipt and sufficiency of which are hereby acknowledged, Employee and Employer agree as follows:

1.Separation Benefits. In consideration for the Employee’s promises as set forth herein, the Employer shall pay Employee the following separation benefits, as previously described in Section 3 of the Employment Agreement:

a.A lump sum amount of Six Hundred Fifteen Thousand Dollars ($615,000), less applicable deductions and withholdings. This separation payment will be made on the next payroll date following the sixtieth (60th) day after the date of Employee’s date of termination of employment, provided Employee has executed and not revoked this Agreement.

b.A monthly amount of One Thousand Four Hundred Sixty-Two Dollars ($1,462), less applicable deductions and withholdings, for a period of 18 months, beginning on the next payroll date following the sixtieth (60th) day after the date of Employee’s date of termination of employment, provided Employee has executed and not revoked this Agreement.

c.The Employee and the Company agree to amend, effective December 25, 2015, that certain split-dollar agreement dated December 1, 2012 between State Bank Financial Corporation and the Employee such that the Employee shall retain certain rights provided thereunder such that his beneficiary(ies) designated in accordance with section 3 of the agreement shall be

entitled to the lesser of (i) Two Million Dollars ($2,000,000) of the policy death benefit proceeds or (ii) one hundred percent (100%) of the difference between the total death proceeds payable under the applicable life insurance policy and the “Cash Surrender Value of the Policy” (as defined in section 7 of such agreement). The applicable life insurance policy (policy number 77225391 issued by New York Life Insurance Company) will continue to be owned by State Bank Financial Corporation.

d.On the date of this Agreement, the Employer shall transfer to the Employee the laptop computer owned by the Employer and utilized by him at the time of his termination and will forward emails addressed to Employee to a personal email address of his selection until December 31, 2016.

2.Payments Contingent upon Change in Control. In the event that the Employer has a Change in Control, as such term is defined in Section 1.8(a), (b), or (d) of the Employment Agreement, or consummates a transaction as described in Section 1.8(c) of the Employment Agreement, in each case on or before January 1, 2017, the Employee shall receive a lump sum payment in the amount of Five Hundred Thousand Dollars ($500,000) within ten (10) business days of such event. In addition, if the 56,000 shares of restricted stock granted to the Employee on February 11, 2015 under the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan would have vested in whole or in part upon the Change in Control, then within ten (10) business days of such event the Employer will also pay the Executive a lump sum cash amount equal to the value of such vested shares on the date of the Change in Control.

3.Prior Salary, Bonus and Expenses. Employee acknowledges that on December 25, 2015 he received his final biweekly base salary payment, any unused accrued vacation, less applicable deductions and withholdings, and final reimbursement of his business expenses. Employee acknowledges that his final bonus payment under the Company’s 2015 Executive Officer Annual Cash Incentive Plan of Two Hundred Five Thousand Dollars ($205,000), less applicable deductions and withholdings, is payable in a single lump sum payment on or before March 14, 2016.

4. Release. Employee hereby releases, acquits, and forever discharges the Bank, its parent companies, subsidiaries, divisions, affiliates and controlling persons (if any), their officers, directors, board members, employees, representatives, attorneys, personal representatives, affiliated or unaffiliated benefit plans, third-party administrators, any and all of their successors and assigns, and all persons acting by, through, under, or in concert with any of them (collectively the “Bank”) from any and all actions, causes of action, claims, demands, losses, claims for attorneys’ fees, claims for severance of any kind or origin and all other forms of civil damages, occurrences, and liabilities of any kind whatsoever, both known or unknown, arising out of any matter, happening, or thing, from the beginning of time to the date of this Agreement is signed by Employee, specifically including, but not limited to, any and all liability arising from, including amendments to and anti-retaliation provisions deriving from, the following:

This release also includes a release of any claims for wrongful termination, breach of express or implied contract, intentional or negligent infliction of emotional distress, libel slander, as well as any other claims, whether in tort, contract or equity, under federal or state statutory or common law.

Without waiving any prospective or retrospective rights under the Fair Labor Standards Act (“FLSA”), Employee admits that he has received from the Employer all rights and benefits, if any, potentially due to him pursuant to the FLSA. Employee states that he is aware of no facts (including any injuries or illnesses) which might lead to his filing of a workers’ compensation claim against the Employer. It is the parties’ intent to release all claims which can legally be released but no more than that.

5.Covenant Not to Sue. Employee represents that he has no claims pending or filed with any local, state or federal agency (including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, and any comparable state or local administrative agency) or court against the Employer as of the date this Agreement was signed by Employee. Employee further agrees that he will not file or participate in any lawsuit against the Employer arising out of or in connection with the employment relationship previously existing between them or the termination of that relationship other than one based upon the Employer’s alleged violation of this Agreement. The foregoing shall be construed as a covenant not to sue. This Agreement may be introduced as evidence at any legal proceeding as a complete defense to any claims existing as of the date of this Agreement ever asserted by Employee against the Employer.

6.Discrimination Charges; ADEA Challenges to this Agreement. Nothing in this Agreement shall be interpreted or applied in a manner that affects or limits Employee’s otherwise lawful ability to bring an administrative charge with, to participate in an investigation conducted by, or to participate in a proceeding involving the U.S. Equal Employment Opportunity Commission

or other comparable state or local administrative agency. However, Employee specifically agrees that the consideration provided to him in this Agreement represents full and complete satisfaction of any monetary relief or award that could be sought or awarded to Employee in any administrative action (including any proceedings before the U.S. Equal Employment Opportunity Commission or any comparable state or local agency) arising from events related to his employment with the Employer or the termination thereof. Additionally, nothing in this Agreement shall be interpreted or applied in a manner that affects or limits Employee’s ability to challenge this Agreement’s compliance with notice and other requirements of the Age Discrimination in Employment Act (“ADEA”). 

7.No Prior Assignment. Employee further warrants and covenants, recognizing that the truth of this warranty and covenant is material to the above consideration having passed, that he has not assigned, transferred or conveyed at any time to any individual or entity any alleged rights, claims or causes of action against the Employer.

8.Performance. The Employer’s obligation to perform under this Agreement is conditioned upon Employee’s agreements and promises to the Employer as set forth herein. In the event Employee breaches any such agreements or promises or causes any such agreements or promises to be breached, the Employer’s obligations to perform under this Agreement shall automatically terminate and the Employer shall have no further obligation to Employee. Further, the Employer shall be entitled to seek, at its option, the return benefits paid to Employee pursuant to Section 11 of this Agreement.

a.    Employer Property. Employee warrants that all originals and copies (whether on paper or in the form of electronic storage media, to include removable hard drives, zip drives, computer disks or diskettes, video and audio tapes) of records, reports, notes, documents, disks, E‑mails, memoranda, keys, and other documentation in his possession or control related to the Employer’s business, or containing any confidential, proprietary, sensitive, or privileged information will be returned to the Employer (with respect to keys and originals), or returned or destroyed (with respect to copies), as of or prior to the effective date of this Agreement.

b.    Employee Property. The Employer acknowledges that Employee is entitled to any personal property or effects he has brought into the workplace.

c.    Confidential Information. Employee agrees (a) to hold Employer Information (as defined in the Employment Agreement) in strictest confidence, and (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Employer Information or any physical embodiments thereof and may in no event take any action causing or fail to take any action necessary in order to prevent any Employer Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret (as each such term is defined in the Employment Agreement). In the event that the Employee is required by law to disclose any Employer Information, the Employee will not make such disclosure unless (and then only to the extent that) the Employee has been advised by independent legal counsel that such disclosure is required by law and then only

after prior written notice is given to the Employer when the Employee becomes aware that such disclosure has been requested and is required by law. This Section 10(c) shall survive for a period of twelve (12) months following termination of the Employment Agreement with respect to Confidential Information, and shall survive termination of the Employment Agreement for so long as is permitted by the then-current Georgia Trade Secrets Act of 1990, O.C.G.A. §§ 10-1-760 to -767, with respect to Trade Secrets.

10.Disparagement. Employee agrees and covenants that he will not in any way (directly or indirectly) do or say anything at any time which disparages or derogates the Employer, its business interests or reputation, or any of its individual directors, officers, employees, or agents.

11.Non-Competition and Non-Solicitation. In exchange for (i) the lump sum cash payment of Five Hundred and Nine Thousand Seven Hundred and Sixty Five Dollars ($509,765) less applicable deductions and withholdings, which payment will be made on December 25, 2015, and (ii) the full release from restrictions of those shares of restricted stock issued to the Employee by the Employer on September 20, 2012, July 24, 2013, and July 29, 2014 under the Employer’s 2011 Omnibus Equity Compensation Plan on December 25, 2015, the Employee agrees to that (i) the restrictive covenants found in Sections 6 through 9 of the Employment Agreement shall continue for a period of twenty-four (24) months beginning on December 25, 2015 and (ii) to abide by such restrictive covenants. The parties agree that each of the provisions included in Sections 6 through 9 of the Employment Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with and valid and enforceable under the law or public policy.

12.No Admission of Liability. Nothing in this Agreement (or the Agreement itself) shall operate or be interpreted as an admission of liability as to any of the claims, charges, actions and lawsuits released hereby. The Employer, and each of its individual directors, officers, employees, agents and insurers, and their successors, individually and collectively, expressly denies any such liability.

13.Withholding of Taxes. The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income tax, FICA and other withholding requirements.

14.Arbitration. Except for any claim for injunctive relief, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which shall be conducted by a three-person arbitration panel, one of whom shall be selected by each party and the third of whom shall be selected jointly upon mutual agreement of both parties. The place of arbitration shall be Fulton County, Georgia and the Employer and the Employee agree that they will seek to enforce any arbitration award in the Superior Court of Fulton

County. The decision of the arbitration panel shall be final and binding upon the parties and judgment upon the award rendered by the arbitration panel may be entered by any court having jurisdiction. The Employer agrees to pay the fees and expenses associated with the arbitration proceedings. Notwithstanding the above, Employee acknowledges and agrees that any violation of Sections 8-11 of this Agreement will cause the Employer irreparable harm as to which there may be no adequate legal remedy and therefore the Employer shall be entitled to injunctive or other equitable relief in addition to any monetary damages deemed appropriate by the court, and that such action by the Employer shall not be subject to arbitration.

Employee further acknowledges and agrees that in the event of any violation of Sections 8-11, the Employer shall cease to be obligated to provide any then-continuing benefit or payment to him under this Agreement and Employee further stipulates that the consideration as of then provided shall represent full and complete consideration for his obligations hereunder, including without limitation his full release of claims.

15.Final and Binding/Entire Agreement. This Agreement sets forth the entire agreement between the parties and is intended to be final and binding upon them. Except to the extent certain provisions from the Employment Agreement are incorporated herein, it fully supersedes any and all prior agreements or understandings on the subjects addressed herein, and may only be amended by a written document signed by the parties or their duly authorized representatives which specifically states that it was intended as an amendment.

16.Notice. Any notice required or permitted to be given under this Agreement must be in writing and must be given in person or be sent by registered or certified mail to:

a)    Employee at the address he has designated for his personnel files or any subsequent address identified by Employee in writing; and

b)    Employer at:     3399 Peachtree Road, NE, Suite 1900 Atlanta,                     Georgia 30326

17.    Controlling Law. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Georgia, except to the extent governed by the laws of the United States of America in which case federal laws shall govern. The parties agree that the Superior Court of Fulton County, Georgia, shall have jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy. The parties consent to the jurisdiction of such courts.

18.    Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall be in no way affected, impaired or invalidated.

19.    Acknowledgements. Employee acknowledges that it is the mutual intent of the Parties that the full release contained in this Agreement fully complies with the Age Discrimination

in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”). Accordingly, this Agreement requires, and Employee acknowledges and agrees that: 1) the consideration provided to Employee under this Agreement exceeds the nature and scope of any consideration to which Employee would otherwise have been legally entitled to receive absent execution of this Agreement; 2) execution of this Agreement and the full release herein, which specifically includes a waiver of any claims under the ADEA, is Employee’s knowing and voluntary act; 3) Employee is hereby advised to consult with an attorney prior to executing this Agreement; 4) Employee has had at least twenty-one (21) calendar days within which to consider this Agreement and his/her signature on this Agreement prior to the expiration of this twenty-one (21) day period (should Employee choose not to take the full period offered) constitutes an irrevocable waiver of said period or its remainder; 5) in the event Employee signs this Agreement, Employee has another seven (7) calendar days to revoke it by delivering a written notice of revocation to the addressee identified in the Notice provision above (Section 18), and this Agreement does not become effective until the expiration of this seven (7) day period; 6) Employee has read and fully understands the terms of this Agreement; and 7) nothing contained in this Agreement purports to release any of Employee’s rights or claims under the ADEA that may arise from acts occurring after the date of the execution of this Agreement. The parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period. To the extent that any provision of this Agreement is determined to be in violation of the OWBPA or ADEA, it should be severed or modified to comply with the OBWPA or ADEA, without affecting the validity or enforceability of any of the other terms or provisions of this Agreement.

20.    Compliance with Code Section 280G. Notwithstanding any other provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits that the Employee has the right to receive from the Employer under the Employment Agreement or otherwise (the “Total Payments”) would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Employee shall receive the Total Payments unless the (a) after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Code that would be payable by the Employee (the “Excise Taxes”)) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.     

All determinations required to be made under this Section 22, and the assumptions to be utilized in arriving at such determination, shall be made by tax counsel (which may be a law firm, compensation consultant or an accounting firm) appointed by the Employer (the “Tax Counsel”), which shall provide its determinations and any supporting calculations to the Employer within 10 business days of having made such determination. The Tax Counsel shall consult with any compensation consultants, accounting firm and/or other legal counsel selected by the Employer in

determining which payments to, or for the benefit of, the Employee are to be deemed to be parachute payments. In connection with making determinations under this Section 21, Tax Counsel shall take into account, to the extent applicable, the value of any reasonable compensation for services to be rendered by the Employee before or after the applicable change in ownership or control, including the non-competition provisions, if any, applicable to the Employee under Section 11 and any other non-competition provisions that may apply to the Employee, and the Employer shall cooperate in the valuation of any such services, including any non-competition provisions.

Notwithstanding the provisions in this Section 21, the Employer and the Employee shall take all steps necessary (including with regard to any post-termination services by the Employee) to ensure that any termination of employment described in this Agreement constitutes a “separation from service” within the meaning of Section 409A of the Code.

21.    Compliance with Code Section 409A. To the extent applicable, it is intended that the payment of benefits described in this Agreement comply with Section 409A of the Internal Revenue of 1986, as amended (the “Code”), and all guidance or regulations thereunder (“Section 409A”), including compliance with all applicable exemptions from Section 409A (e.g., the short-term deferral exception and the “two times” pay exemption applicable to severance payments). For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the deferral election rules and the exclusion for certain short-term deferral amounts under Section 409A. This Agreement will at all times be construed in a manner to comply with Section 409A and should any provision be found not in compliance with Section 409A, the Employee hereby agrees to any changes to the terms of this Agreement deemed necessary and required by legal counsel to bring the Agreement into compliance with Section 409A, including any applicable exemptions. The Employee irrevocably waives any objections he may have to any further changes that may be required by Section 409A. In no event will any payment that becomes payable pursuant to this Agreement that is considered “deferred compensation” within the meaning of Section 409A, if any, and does not satisfy any of the applicable exemptions under Section 409A, be accelerated or delayed in violation of Section 409A. For purposes of this Agreement, the benefits described in Sections 1 and 12 of this Agreement shall not be paid or commence until the Employee incurs a “separation from service” as defined in Section 409A.

22.    Compliance with Regulatory Restrictions. Notwithstanding anything to the contrary herein, any compensation or other benefits paid to the Employee shall be limited to the extent required by any federal or state regulatory agency having authority over State Bank Financial Corporation or the Bank. The Employee agrees that compliance by the Employer with such regulatory restrictions, even to the extent that compensation or other benefits paid to the Employee are limited, shall not be a breach of this Agreement by the Employer.

IN WITNESS WHEREOF, the parties have executed this Agreement:

By:                                                 

Its: President and Chief Executive Officer