Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of April 21, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Christopher Tietz (“Executive”).
WHEREAS, the Company and the Bank desire to retain Executive’s services in the role of [Chief Credit Policy Officer & Executive Vice President, Specialty Banking] and of the Bank; and
WHEREAS, the Company, the Bank and Executive desire to enter into this Agreement to set forth the terms of Executive’s service to the Company and the Bank.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
[Signature Page to Employment Agreement]
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For purposes of this Agreement, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of CapStar and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, the Bank Board (or a committee of either board) or based upon the written advice of counsel for CapStar or its Affiliates shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of CapStar. Any such determination must be made the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good‑faith opinion of the Board, Executive is guilty of the conduct constituting grounds for termination for “Cause”, and specifying the particulars thereof in detail. Termination for Cause shall be effected by a Notice of Termination (as described in Section 5(d)) to Executive setting forth with particularity the grounds for termination.
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In order to invoke a termination for Good Reason, Executive shall provide written notice to CapStar of the existence of one or more of the conditions described in clauses (i) through (iv) within ninety (90) days following the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and CapStar and its Affiliates shall have thirty (30) days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that CapStar and its Affiliates fail to remedy the condition constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within thirty (30) days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.
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For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreement.
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If to Executive: To the most recent address on file with CapStar.
If to CapStar: CapStar Financial Holdings, Inc.
1201 Demonbreun St. Suite 700
Nashville, TN 37203
Attention: Secretary
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
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[Signature page follows]
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IN WITNESS WHEREOF, the Company, the Bank and Executive have caused this Agreement to be duly executed and delivered, effective as of the Effective Date.
/s/ Christopher G. Tietz
Christopher G. Tietz
[Signature Page to Employment Agreement]
CAPSTAR FINANCIAL HOLDINGS
By: /s/ Jennie O’Bryan
Jennie O’Bryan
Chief Administrative Officer
CAPSTAR BANK
By: /s/ Jennie O’Bryan
Jennie O’Bryan
Chief Administrative Officer
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Exhibit A
GENERAL RELEASE OF CLAIMS
THIS GENERAL RELEASE OF CLAIMS (this “Release”) is executed by Christopher Tietz (“Executive”) as of the date set forth on the signature page hereto. For purposes of this Release, reference is made to the Employment Agreement (the “Employment Agreement”), dated as of April 21, 2022, by and among CapStar Financial Holdings, a Tennessee corporation (the “Company”), CapStar Bank, a Tennessee banking corporation and a direct, wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “CapStar”) and Executive. Terms that are capitalized but not defined herein shall have the meanings set forth in the Employment Agreement.
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Exhibit A
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Exhibit A
As to Employee: Executive’s last address on the books and records of CapStar
As to CapStar: [ADDRESS AS OF DATE OF RELEASE]
Any party may change his, her or its address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein.
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS RELEASE AND THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.
IN WITNESS WHEREOF, Executive has executed this Release on the date set forth below.
_______________ Christopher G. Tietz
Date of Execution: ______
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