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•	Enhancements to our disclosure to better describe the Compensation Committee’s decision-making process as it relates to 2017 compensation outcomes, including the reasoning for no annual cash incentive payments or equity grants in 2018 for 2017 performance;

•

The redesign and disclosure of the executive incentive plan for 2018 and beyond is intended to be more transparent and create greater alignment between executive pay and demonstrated performance. Going forward, any incentive plan payouts will be based on a more formulaic and objective approach, measuring performance against pre-established metrics and goals. This approach fosters a more transparent process that will be clearly disclosed in future proxy statements. Furthermore, future grants of equity will be contingent on prior year performance and subject to additional vesting criteria to further align executives with shareholders. Providing annual equity award opportunities, contingent upon the achievement of performance based objectives, responds to feedback from shareholders who expressed concern with the prior approach to the periodic issuance of equity on what was perceived as a largely discretionary basis;

•	Adoption of formal and robust stock ownership guidelines for senior executives and independent Board members;

•	Adoption of anti-hedging and anti-pledging policies;

•	Elimination of excise tax gross-up provisions in all executive employment and severance agreements, including the new agreements entered into with James B. Miller, Jr. and H. Palmer Proctor, Jr. on March 8, 2018; and

•	Proposal for shareholder approval of a new omnibus equity plan containing governance features aligned with current best practice (i.e., minimum vesting requirements and a prohibition on paying dividends on unvested stock).

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1.	To consider and vote upon a proposal to elect the eleven directors named in this Proxy Statement to serve until their respective successors are duly elected and qualified at the next annual meeting of Shareholders;

2.	To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

3.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;

4.	To consider and vote upon a proposal to approve the Fidelity Southern Corporation 2018 Omnibus Incentive Plan; and

5.	To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

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•	Returned $12.7 million, or 32% of net income, to shareholders through dividends

•	Posted record earnings of $39.8 million for the year

•	Increased Tangible Book Value per share by 8.7% to $14.41

•	Increased loans by 8.4%

•	Increased deposits by 6.5%

•	Grew non-interest bearing deposits by $161 million, or 16.7%

•	Maintained strong credit quality:

◦	with only $4.7 million in net charge-offs, or 0.11% of average loans

◦	maintained satisfactory non-performing asset ratio

•	Grew loans serviced for others by 11.3%

•	Added 10 Client Advisors to our Wealth Management group

•	Opened 1 new retail branch

•	Opened 11 new mortgage production offices

•	Originated 440 Community Development Loans totaling $137 million

•	Made $23 million in qualified Community Reinvestment Act investments in our markets

•	Increased customer accounts with electronic statements from 48% to 54%

•	Converted 7 retail branches to LED lighting

•	A total of 44 retail branches out of 67, or 66%, now use energy efficient LED lighting

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	What Am I Voting On?

•	To elect eleven directors;

•	An advisory (non-binding) vote to approve executive compensation,

•	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and

•	To approve the Fidelity Southern Corporation 2018 Omnibus Incentive Plan.

	Who Can Vote?

	How Do I Cast My Vote?

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By Internet	Go to www.investorvote.com/LION and follow the instructions when prompted. You will need to have the control number that appears on your proxy card.

By Telephone	Call 1-800-652-VOTE (8683) and follow the recorded instructions. You will also need your control number referred to above.

By Mail	Complete, sign, date, and return the proxy card you received in the mail.

	What are Broker Non-Votes?

	Can I Change My Vote?

•	Submitting a signed written notice of revocation to our Corporate Secretary prior to the Annual Meeting;

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•	If you voted by the Internet or by telephone, voting again over the Internet or by telephone prior to the deadline of 11:59 p.m. Eastern Time on April 25, 2018;

•	If you completed and returned a proxy card, submitting a new proxy card with a later date and returning it prior to the vote at the Annual Meeting; or

•	Attending the Annual Meeting in person and voting your shares by ballot at the meeting.

	What Quorum is Needed to Hold the Annual Meeting?

	What is our Voting Recommendation?

	Proxy Solicitation

•	This Proxy Statement for this year’s Annual Meeting, and

•	Fidelity’s 2017 Annual Report to Shareholders, including its Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2018 (the “2017 Annual Report”).

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	Shareholder Nominees

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	Information about Nominees for Director

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•	In order to be considered timely, a nomination for the election of a director must be received by November 1 immediately preceding the next annual meeting of the shareholders;

•	A shareholder nomination for director must set forth, as to each nominee:

1.	The name of the candidate for nomination as a director;

2.	A signed written statement by the nominee that he/she would serve, if elected;

3.	The number of shares of Common Stock of the Company that are beneficially owned by the nominee and the period of time the shares have been held;

4.	The curriculum vitae of the nominee; and

5.	Any other document evidencing the fact that the proposed nominee meets all of the requirements.

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(1)	Each of these non-employee directors received stock in lieu of cash for 50% of their director fees. The number of shares of stock received by each such director is: Mr. Bockel, 981; Dr. Harp, 1,093; Mr. King, 939; and Mr. Lankford, 961.

(2)	Each of these non-employee directors received stock in lieu of cash for 100% of their director fees. The number of shares of stock received by each such director is: Mr. Choate, 1,551; Mr. Shepherd, 2,012; and Mr. Smith, 1,913.

(3)

Each non-employee director was awarded 10,000 nonqualified stock options on January 19, 2017, with an option exercise price of $22.91, an option expiration date of January 19, 2022, and a vesting schedule of one-third for three years beginning January 19, 2018. Each non-employee director holds the following number of outstanding stock options in the aggregate: Mr. Bockel, 46,000; Mr. Choate, 46,000; Mr. Harp, 33,332; Mr. King, 46,000; Mr. Lankford, 33,332; Mr. Shepherd, 46,000; and Mr. Smith, 29,999.

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•	Elimination of meeting fees (Board and Committee) with a corresponding increase to annual cash retainer to $45,000.

•	Non-employee directors will remain eligible for annual equity awards, but going forward, if shareholders approve the 2018 Omnibus Incentive Plan, these awards will be delivered in the form of restricted stock awards as opposed to stock options.

•	If shareholders approve the 2018 Omnibus Incentive Plan, each non-employee director will be eligible to receive an annual restricted stock award valued at $45,000 with a 2-year vesting requirement.

◦	Directors will continue to be able to elect to receive up to 100% of the annual cash retainer in Company stock.

•	Adoption of robust stock ownership guidelines for Directors requiring each non-employee director to maintain stock ownership of at least five times the annual cash retainer.

•	Provide the Lead Director and Chairmen of the various Board Committees an additional $10,000 cash retainer to appropriately recognize the additional time and responsibility required of the roles.

•	The proposed 2018 Omnibus Incentive Plan contains annual limits on non-employee director pay.

•	James B. Miller, Jr., Chairman and Chief Executive Officer;

•	H. Palmer Proctor, Jr., President;

•	Stephen H. Brolly, former Chief Financial Officer;

•	Charles D. Christy, current Chief Financial Officer; and

•	David Buchanan, Vice President.

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•	Returned $12.7 million, or 32% of net income, to shareholders through dividends

•	Posted record earnings of $39.8 million for the year

•	Increased Tangible Book Value per share by 8.7% to $14.41

•	Increased loans by 8.4%

•	Increased deposits by 6.5%

•	Grew non-interest bearing deposits by $161 million, or 16.7%

•	Maintained strong credit quality:

◦	with only $4.7 million in net charge-offs, or 0.11% of average loans

◦	maintained satisfactory non-performing asset ratio

•	Grew loans serviced for others by 11.3%

•	Added 10 Client Advisors to our Wealth Management group

•	Opened 1 new retail branch

•	Opened 11 new mortgage production offices

•	Originated 440 Community Development Loans totaling $137 million

•	Made $23 million in qualified Community Reinvestment Act investments in our markets

•	Increased customer accounts with electronic statements from 48% to 54%

•	Converted 7 retail branches to LED lighting

•	A total of 44 retail branches out of 67, or 66%, now use energy efficient LED lighting

•	All NEOs received only their base salary as compensation for 2017 performance

◦	No annual cash incentive bonus awarded

◦	No equity incentive awarded

•	No base salary increases for any of our NEOs for 2018.

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•	Provide competitive levels of compensation which take into account not only annual but long-term performance goals and the strategic objectives outlined in our strategic plan, all designed with the ultimate objective of improving shareholder value;

•	Attract, hire, and retain well-qualified, experienced, ethical, motivated, and dedicated executives;

•	Evaluate the performance of executive officers in a changing regulatory, economic, interest rate, and credit quality environment;

•	Reward executives based on corporate performance, the attainment of long-term goals and strategic objectives, the level of each executive’s initiative, responsibility, and achievements, and how effectively risk is managed; and

•	Provide competitive financial security for executives and dependents in the event of a change in control, death, disability, or retirement.

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(1)	Excludes signing bonus.

•	Equity Considerations in Early 2018 for 2017 Performance:

◦	As described above, when it determined not to pay annual cash incentives in early 2018 in light of 2017 performance, the Compensation Committee also determined not to issue equity awards to the NEOs.

•	Equity Granted in 2017 for 2016 Performance:

◦	The equity grants issued in June of 2017 were awarded to Messrs. Miller, Proctor, and Buchanan in light of strong Company performance in 2016. Performance highlights in 2016 which contributed to the decision included:

▪	Completed acquisition of American Enterprise Bank

▪	Increased revenue to $291 million, or 18.8% over prior year

▪	Grew non-interest income 10.5% to $141 million,

▪	Strong EPS performance of $1.50, a 9% and 23% increase over the three-year and five-year average periods, respectively,

▪	Grew Tangible Book Value from $12.66 to $13.26 per share,

▪	Grew Total assets 14.0%,

▪	Increased non-interest bearing deposits by 22.6%,

▪	Maintained strong credit quality

•	Net charge-offs to average loans of 0.13%

•	Satisfactory Non-performing asset ratio

▪	Opened 2 new retail branches,

▪	Opened 3 new mortgage offices, and

▪	Hired senior in-market executive to establish Wealth Management program and continue to build Trust relationships and assets under management

•	Structure of Future Long-Term Equity Incentive Awards:

◦	As described earlier, beginning with the 2018 performance year, the Compensation Committee redesigned the incentive plan to allow for payouts in cash and equity based on performance

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–	Incentive plan payout funding will be determined by Company performance against pre-established financial goals established in early 2018.

–	The Compensation Committee selected and approved Return on Equity and Net Charge-offs to total loans, as the core financial metrics that will determine incentive payouts, if any. These metrics were selected due to strong alignment with our strategic plan, reinforcement of credit quality, and correlation to shareholder returns.

–

Once performance against the primary metrics is measured and the initial payout determined, the Compensation Committee retains the ability to modify initial funding, either up or down up to 20%, based on a holistic assessment of pre-determined strategic and market-based measures, including absolute and relative total shareholder return (TSR). The Compensation Committee believes this to be an important step in the decision-making process to allow for additional performance factors to be considered, including the shareholder experience for the year, to determine if performance against the core financial performance is truly indicative of actual Company performance.

–	Final payouts, if any, will be settled in a combination of cash and equity. Any equity granted will be subject to additional service-vesting requirements, providing long-term retention and alignment with shareholder interests.

–

The 2018 incentive compensation program introduces the concept of annual equity grants contingent on prior year performance subject to additional vesting criteria. The Compensation Committee believes this to be an important step to strengthen the alignment of annual compensation to performance (short-and long-term), align executive compensation with competitive market practices, and subject a portion of the annual incentive payout to future stock price performance, which holds management accountable for decisions made during the prior performance year.

–

The program design also introduces the concepts of threshold, target, and maximum performance and payout ranges. For instance, while each of the NEOs will continue to have a total incentive payout opportunity of 50% of base salary, the actual payouts will go up or down depending on performance against the pre-established performance goals (threshold, target and maximum). Payouts will fall below this amount, potentially to zero, if performance against the core financial metrics is below targeted levels of performance, and can exceed 50% of salary if performance surpasses targeted performance goals. Payouts relative to performance against the core metrics will be capped at 150% of each NEO’s incentive opportunity.

–	The final award amount will be adjusted by as much as 20%, up or down, based upon other financial and non-financial measures. The intent of this modifier is to allow for other factors to influence the Board’s decision-making process at year end, especially related to unplanned events arising during the year and the effectiveness of management’s response to any such events.

–	The 2019 proxy will describe this process in detail to ensure a clear and transparent accounting of the pre-established goals, how the Company performed against these goals, the adjustments to the calculated amount (if any), and the final payout calculation.

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(2)	Reflects the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans).

(3)	Reflects the following for 2017:

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(4)	Mr. Brolly resigned from his CFO position effective June 26, 2017. Mr. Brolly did not receive any severance in connection with his termination of employment in January 2018.

(5)	Reflects Mr. Christy’s signing bonus paid in connection with his commencement of employment with us on June 26, 2017.

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(1)	Reflects restricted stock awarded under the 2006 Equity Incentive Plan as amended. The restricted stock awards vest one-third per year for three years beginning on the first anniversary of the grant date, subject to the executive’s continued employment with us (with limited exceptions for termination of employment due to death, disability, retirement, and change in control).

(2)	The aggregate grant date fair value of grants of restricted stock is calculated in accordance with FASB ASC Topic 718, based on the closing price of a share of the Company’s Common Stock as quoted on the NASDAQ Global Select Market at close of business of grant date ($23.45).

(1)	41,667 shares vest on each of January 21, 2018, June 15, 2018, January 21, 2019, June 15, 2019, and June 15, 2020.

(2)	16,666 shares vested on January 1, 2018.

(3)	1,485 shares vest on each of June 26, 2018, June 26, 2019, and June 26, 2020.

(4)	25,000 shares vest on each of January 21, 2018, June 15, 2018, January 21, 2019, June 15, 2019, and June 15, 2020.

(5)	16,666 shares vest on January 22, 2018, and 16,667 shares vest on January 21, 2019, June 15, 2018, June 15, 2019, and June 15, 2020.

(6)	The market value is based on the closing price of the Company’s Common Stock on December 31, 2017 ($21.80).

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(1)	Represents the value realized on exercise by multiplying the number of options exercised by the difference between the exercise price and the fair market value of the Company’s Common Stock on the exercise date.

(2)	Represents the value realized by multiplying the number of restricted stock awards vesting by the closing price of the Company’s Common Stock on the date of vesting.

(1)

Credited service years under the SERP Agreements differ from years of actual service with the Company. Vesting under the SERP agreements is based on years of service since employment and the formula used to calculate accumulated benefits under ASC 710 is based on years of plan participation. Each named executive officer’s actual number of years of service with the Company is: Mr. Miller, 41; Mr. Brolly, 11; Mr. Proctor, 28; and Mr. Buchanan, 22.

(2)	The SERP Agreements are accounted for utilizing ASC 710 with a discount rate of 3.84% as of December 31, 2017.

(3)	Mr. Brolly vested as to 60% of his accrued benefit in connection with his termination of employment in January 2018.

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•

Unless a change in control has previously occurred, upon the executive’s termination of employment prior to normal retirement age or eligible age, as applicable, for reasons other than death or termination without cause, Fidelity will pay to the executive (i) in the case of Messrs. Proctor, Buchanan, and Brolly, a fixed amount that fully amortizes the “accrual balance” (which is the liability that should be accrued by Fidelity under GAAP) (to the extent vested, in the case of Mr. Brolly, as described below) existing at the end of the month immediately before the month in which termination of employment occurs, amortizing that accrual balance over 180 months and taking into account interest at the discount rate or rates established by the administrator, which benefit will be paid in equal monthly installments on the first day of the month, beginning with the later of (x) the seventh month after the executive’s termination of employment, or (y) the month immediately after the month in which the executive attains normal retirement age or eligible age, as applicable. The benefit will be paid to the executive in monthly installments for 180 months; or (ii) or in the case of Mr. Miller, an amount equal to the accrual balance, paid in a single lump sum on the first day of the seventh month after the month in which his termination of employment occurs.

•	If the executive’s employment is terminated by Fidelity for “cause” (as defined in the SERP Agreement), then no benefit will be paid.

•	If the executive dies prior to normal retirement age or eligible age, as applicable, then the executive’s beneficiary will be entitled to an amount equal to the accrual balance (to the extent vested, in the case of Mr. Brolly, as described below) existing as of the executive’s death, paid in a single lump sum.

•	Upon the occurrence of a change in control occurs prior to the executive reaching normal retirement age or eligible age, as applicable, and prior to a termination of employment, Fidelity will pay to the executive an amount equal to the accrual balance in a single lump sum on the date of the change in control.

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(1)	Mr. Buchanan’s contribution to the plan is included in the amount reported as “Salary” in the Summary Compensation Table for fiscal year 2017.

(2)	There were no Company contributions during the year ended December 31, 2017. Pursuant to the terms of Mr. Christy’s offer letter, the Company will make an annual contribution of $100,000 to his deferred compensation account, with the first such contribution made in January 2018.

(3)	Includes amounts previously reported in the Summary Compensation Table, in the previous years when earned if that executive officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and non-equity incentive plan compensation.

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•	a severance payment equal to three times his “final compensation,” less the Employment Agreement Restrictive Covenant Payment (defined below), paid in installments over a 36-month period;

•	outplacement services up to a total cost of $20,000 for up to two years, or until the executive obtains full-time employment, whichever comes first;

•	continued participation in Fidelity’s employee benefit programs for 18 months after the date of termination on the same basis as other executives; and

•	a payment as additional consideration for the restrictive covenants in the employment agreement equal to 60% of the executive’s base salary for each year or portion thereof during 18-month restricted period, paid in installments over a 36-month period (the “Employment Agreement Restrictive Covenant Payment”).

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•	an amount equal to one time his “final compensation” (as defined above) less the Continuity Agreement Restrictive Covenant Payment (as defined below), paid in installments over a 12-month period;

•	in the case of Mr. Buchanan, continued participation in Fidelity’s employee benefit programs for 12 months after the date of termination on the same basis as other executives;

•	in the case of Messrs. Brolly and Christy, Fidelity will fully subsidize the otherwise required premium payment for any health care continuation coverage (e.g., COBRA), which is required by applicable law for a period of six months, and if such termination occurs within one year after a change of control, then Fidelity will subsidize such payments for a period of 12 months;

•	in the case of Mr. Buchanan, the life insurance policy in the face amount of $500,000 payable to Mr. Buchanan’s beneficiaries will be maintained;

•	outplacement services up to a total cost of $20,000 for up to two years; and

•	a payment as additional consideration for the restrictive covenants in his employment agreement equal to 40% of his base salary for each year or portion thereof during 18-month restricted period, paid in installments over a 12-month period (the “Continuity Agreement Restrictive Covenant Payment”).

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(1)	Assumes that Messrs. Brolly, Buchanan, and Christy incur a qualifying termination within one year prior to, or one year following, a change in control.

(2)	Value reflects outstanding shares of restricted stock multiplied by a closing stock price of $21.80 on December 31, 2017.

(3)	Assumes that the Compensation Committee elects to accelerate the vesting of outstanding equity awards.

(4)	Assumes that Messrs. Brolly, Buchanan, and Christy incur a qualifying termination more than one year prior to, or more than one year following, a change in control.

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•	The median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $54,056; and

•	The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table presented elsewhere in this Proxy, was $4,854,902.

•	We selected December 1, 2017, as the date upon which we would identify the “median employee.”

•	The Compensation Committee identified the median employee by examining the 2017 total cash compensation of all individuals who were employed by the Bank on December 31, 2017, (whether employed on a full-time, part-time, or seasonal basis).

•	After identifying the median employee, the annual total compensation for such employee was calculated using the same methodology used for the NEOs as set forth in the 2017 Summary Compensation Table.

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(1)	Includes 260,761shares held by one of Mr. Miller’s grandchildren and a family trust, and 260,055 shares held by a family partnership, a company of which Mr. Miller and his wife’s trust own 40%. Also includes 112,499 shares owned by his wife’s trust, and 2,565,701 shares pledged as security for loans from unaffiliated parties for business investments and estate planning purposes.

(2)	Includes 26,001 shares that Major General (Ret) Bockel has the right to acquire pursuant to outstanding stock options and 297 shares held by his wife.

(3)	Includes 26,001 shares that Mr. Choate has the right to acquire pursuant to outstanding stock options.

(4)	Includes 13,333 shares that Dr. Harp has the right to acquire pursuant to outstanding stock options.

(5)	Includes 26,001 shares that Mr. King has the right to acquire pursuant to outstanding stock options and 42,152 shares held by his wife.

(6)	Includes 10,000 shares that Mr. Lankford has the right to acquire pursuant to outstanding stock options and 2,500 shares held by his wife.

(7)	Includes 25,467 shares held by Mr. Proctor’s children and 21,957 shares held by his wife, as well as 247,671 shares held by Brooks County Trust of which Proctor is co-trustee. A total of 114,700 are pledged as collateral on a loan for business investments and estate planning purposes.

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(8)	Includes 26,001 shares that Mr. Shepherd has the right to acquire pursuant to outstanding stock options, 39,998 shares held by a Shepherd family foundation, 5,784 shares held by a family partnership, and 2,078 shares held by Mr. Shepherd’s child.

(9)	Includes 10,000 shares that Mr. Smith has the right to acquire pursuant to outstanding stock options, 6,305 shares held by trust, and 334 shares held by his wife.

(10)	Includes 137,337 shares that the beneficial owners have the right to acquire pursuant to outstanding stock options.

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(1)

Audit fees represent fees for professional services provided in connection with the audit of our annual consolidated financial statements and internal control over financial reporting, review of periodic reports, and other documents filed with the SEC, including the quarterly financial statements included in Forms 10-Q, and services that are normally provided in connection with statutory or regulatory filings or engagements.

(2)	Audit-related fees represent assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to accounting consultations, employee benefit plan audits and attestation services.

(3)	There were no fees billed to the Company by Ernst & Young LLP for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2017, and December 31, 2016.

(4)	There were no other fees billed to the Company by Ernst & Young LLP during the fiscal years ended December 31, 2017, and December 31, 2016.

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•	key data relating to outstanding equity awards and shares available for grant;

•	significant historical award information, including burn rate, overhang and dilution; and

•	future share needs.

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•	No evergreen provision. The 2018 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the Plan can be automatically replenished.

•	No repricing of stock options or SARs. The 2018 Plan prohibits the repricing of stock options or stock appreciation rights, or SARs, without shareholder approval. This prohibition includes reducing the

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•	No discounted stock options or SARs. All stock options and SARs must have an exercise price or base price equal to or greater than the fair market value of the underlying stock on the date of grant.

•	No liberal share recycling provisions. The 2018 Plan prohibits the re-use of shares withheld or delivered to satisfy the exercise price of a stock option or stock appreciation right or to satisfy tax withholding requirements on any award. The 2018 Plan also prohibits “net share counting” upon the exercise of stock options or stock appreciation rights or upon the settlement of any other award.

•	No liberal change-in-control definition. The change-in-control definition contained in the 2018 Plan is not a “liberal” definition that would be activated on mere shareholder approval of a transaction.

•	Awards subject to compensation recoupment policy. All awards (and/or any amount received with respect to such awards) under the 2018 Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law, stock exchange listing requirements, or any recoupment policy of the Company.

•

Minimum vesting requirements. Except in the case of substitute awards and shares delivered in lieu of fully-vested cash awards, equity-based awards granted under the 2018 Plan will vest no earlier than the first anniversary of the date the equity-based award is granted or, with respect to equity-based awards granted to non-employee directors, if earlier, the annual meeting of the Company’s shareholders that occurs in the immediately following year. Notwithstanding the foregoing, (i) the Compensation Committee may grant awards without the above-described minimum vesting requirement with respect to awards covering five percent (5%) o r fewer of the total number of shares authorized under the 2018 Plan and (ii) to the extent equity-based awards to non-employee directors vest as of a date that is earlier than two weeks prior to the anniversary date of the immediately preceding year’s annual meeting, such equity-based awards will count against the five percent (5%) exception limit.

•	Awards are not transferable. The 2018 Plan prohibits the transfer of unexercised or restricted awards, with certain limited exceptions for permitted transferees.

•	No dividends on unearned or unvested awards. The 2018 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned or unvested awards.

•	Limit on awards to non-employee directors. The 2018 Plan places a limit of $400,000 (or $500,000 in the case of a non-employee chairman of our board or lead director) in the aggregate compensation that may be granted to any non-employee director in any calendar year.

•	No tax gross-ups. The 2018 Plan does not provide for any tax gross-ups.

•	Limitation on amendments. No material amendments to the 2018 Plan can be made without shareholder approval if any such amendment would materially increase the number of shares reserved, or that would diminish the prohibitions on repricing stock options or SARs.

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•	options to purchase shares of our Common Stock, which may be designated under the tax code as nonstatutory stock options (which may be granted to all participants) or incentive stock options (which may be granted to officers and employees but not to consultants or non-employee directors);

•	stock appreciation rights, or SARs, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award agreement) between the fair market value per share of our Common Stock on the date of exercise over the base price of the award;

•	restricted stock, or RSAs, which is subject to restrictions on transferability and subject to forfeiture on terms set by our Compensation Committee;

•	restricted stock units, or RSUs, which represent the right to receive shares of our Common Stock (or an equivalent value in cash or other property, as specified in the award agreement) in the future, based upon the attainment of stated vesting criteria;

•	deferred stock units, or DSUs, which represent the right granted to receive shares of our Common Stock (or an equivalent value in cash or other property, as specified in the award agreement) at a future time as determined by our Compensation Committee, or as determined by the recipient within guidelines established by our Compensation Committee in the case of voluntary deferral elections;

•	performance awards, which are awards payable in cash or stock upon the attainment of specified performance goals (any award that may be granted under the 2018 Plan may be granted in the form of a performance award); and

•	other stock-based awards in the discretion of our Compensation Committee.

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•	all outstanding options and SARs that may be exercised will become fully exercisable;

•	all time-based vesting restrictions on outstanding awards will lapse; and

•	the payout opportunities attainable under all outstanding performance-based awards will vest based on (i) target performance if the termination occurs in the first half of the performance period or (ii) actual performance if the termination occurs in the second half of the performance period and the awards will pay out on a pro rata basis, based on the time elapsed prior to the termination.

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•	all outstanding options and SARs that may be exercised will become fully exercisable;

•	all time-based vesting restrictions on outstanding awards will lapse; and

•	the payout opportunities attainable under all outstanding performance-based awards will vest based on (i) target performance if the change in control occurs in the first half of the performance period or (ii) actual performance if the change in control occurs in the second half of the performance period and the awards will pay out within 30 days following the change in control.

•	Revenue (premium revenue, total revenue or other revenue measures),

•	Sales,

•	Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures),

•	Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures),

•	Net income (before or after taxes, operating income or other income measures),

•	Cash (cash flow, cash generation or other cash measures),

•	Stock price or performance,

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•	Total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price),

•	Economic value added return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales),

•	Market share,

•	Improvements in capital structure,

•	Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures),

•	Business expansion or consolidation (acquisitions and divestitures),

•	Internal rate of return or increase in net present value,

•	Productivity measures,

•	Cost reduction measures,

•	Strategic plan development and implementation,

•	Working capital (including, but not limited to, targets relating to inventory and/or accounts receivable),

•	Credit quality,

•	Loan growth,

•	Deposit growth.

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Fidelity’s website, Investor Relations section, located at www.fidelitysouthern.com, contains Fidelity financial information in addition to Audit, Compensation, and Nominating & Governance Committee Charters, and Fidelity’s Conflict of Interest Policy/Code of Ethics. Online versions of Fidelity’s Annual Reports, Proxy Statements, Forms 10-K and 10-Q, press releases, and other SEC filings are also available through this website.

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(a)	“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b)	“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c)

“Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d)	“Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

(e)	“Board” means the Board of Directors of the Company.

(f)

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined in good faith by the Committee or the Board: (i) commission of an act of fraud, embezzlement, misappropriation, or breach of fiduciary duty against the Company or any Affiliate; (ii) commission of a felony involving the business, assets, customers or clients of the Company or any Affiliate, or charge with, indictment for, conviction of, pleading guilty to, confession to, or entering of a plea of nolo contendere by Participant for any other felony or any crime involving fraud, dishonesty, moral turpitude, or a breach of trust; (iii) breach of any written confidentiality, non-compete, non- solicitation or business opportunity covenant contained in any agreement entered into by such Participant with the Company or any Affiliate; (iv) substantial failure to perform duties to the Company or any Affiliate (other than any such failure resulting from the Participant's Disability) after

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(g)	“Change in Control” means and includes the occurrence of any one of the following events:

(i)

individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(ii)

any person becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary of the Company, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or

(iii)

the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Reorganization, Sale or Acquisition (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Corporation”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any Subsidiary of the Company, (y) the Surviving Corporation or its ultimate parent corporation, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing is the beneficial owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Corporation, and (C) at least a majority of the members of the board of directors of the Surviving Corporation were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above

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(iv)	stockholders approve a complete liquidation or dissolution of the Company, other than a Non-Qualifying Transaction.

(h)	“Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(i)	“Committee” means the committee of the Board described in Article 4.

(j)	“Company” means Fidelity Southern Corporation, a Georgia corporation, or any successor corporation.

(k)

“Continuous Service” means the absence of any interruption or termination of service as an employee, officer, director or consultant of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Unless otherwise defined in the applicable Award Certificate, Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a director of the Company or of an Affiliate, or vice versa, (iv) in the discretion of the Committee, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or of an Affiliate, or vice versa, (v) in the discretion of the Committee as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or an Affiliate, or vice versa, or (vi) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).

(l)	“Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(m)

“Disability” means, unless otherwise defined in the applicable Award Certificate, the inability of the Participant, as reasonably determined by the Company, to perform the essential functions of his or her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.

(n)	“Dividend Equivalent” means a right granted to a Participant under Article 11.

(o)	“Effective Date” has the meaning assigned such term in Section 3.1.

(p)	“Eligible Participant” means an employee, officer, director or consultant of the Company or any Affiliate.

(q)	“Exchange” means any national securities exchange on which the Stock may from time to time be listed or

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(r)

“Fair Market Value,” on any date, means the closing sales price on the Exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported. The Committee is authorized to adopt another fair market value pricing method, provided such method is stated in the Award Certificate, and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

(s)	“Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).

(t)	“Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(u)	“Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.

(v)	“Independent Directors” means those members of the Board of Directors who qualify at any given time as (a) an “independent” director under the applicable rules of each Exchange on which the Shares are listed, and (b) a “non-employee” director under Rule 16b-3 of the 1934 Act.

(w)	"Non-Employee-Director" means a director of the Company who is not a common law employee of the Company or an Affiliate.

(x)	"Non-statutory Stock Option" means an Option that is not an Incentive Stock Option.

(y)	"Option" means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-statutory Stock Option.

(z)	"Other Stock-Based Award" means a right, granted to a Participant under Article 12, that relates to or is valued by reference to Stock or other Awards relating to Stock.

(aa)	“Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

(bb)	“Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(cc)	“Performance Award” means any award granted under the Plan pursuant to Article 10.

(dd)	“Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(ee)	“Plan” means the Fidelity Southern Corporation 2018 Omnibus Incentive Plan, as amended from time to time

(ff)	“Prior Plan” means the Fidelity Southern Corporation 2006 Equity Incentive Plan, as amended.

(gg)	“Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.

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(hh)	“Restricted Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(ii)	“Shares” means shares of Stock. If there has been an adjustment or substitution pursuant to Section 14.1, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Section 14.1.

(jj)	“Stock” means the Company’s Common Stock, no par value and such other securities of the Company as may be substituted for Stock pursuant to Article 14.

(kk)	“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8.

(ll)	“Subsidiary means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

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(a)	grant Awards;

(b)	designate Participants;

(c)	determine the type or types of Awards to be granted to each Participant;

(d)	determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;

(e)	determine the terms and conditions of any Award granted under the Plan;

(f)	prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g)	decide all other matters that must be determined in connection with an Award;

(h)	establish, adopt or revise any plan, program or policy for the grant of Awards as it may deem necessary or advisable, including but not limited to short-term incentive programs, and any special plan documents;

(i)	establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(j)	make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(k)	amend the Plan or any Award Certificate as provided herein; and

(l)

adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives of the Plan.

(a)

Administrative Duties.    The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan.

(b)	Special Committee.    The Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers and/or employees of the

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(a)	To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(b)	Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.

(c)	Shares withheld from an Award to satisfy tax withholding requirements will count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements will not be added to the Plan share reserve.

(d)	The full number of Shares subject to an Option shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation) .

(e)	The full number of Shares subject to a SAR shall count against the number of Shares remaining available for issuance pursuant to Awards made under the Plan (rather than the net number of Shares actually delivered upon exercise).

(f)	Substitute Awards granted pursuant to Section 13.11 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

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(g)

Subject to applicable Exchange requirements, shares available under a stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section 5.1.

(a)	Incentive Stock Options. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 1,250,000.

(b)	Options. The maximum number of Shares subject to Options granted under the Plan in any calendar year to any one Participant shall be 300,000.

(c)	SARs. The maximum number of Shares subject to Stock Appreciation Rights granted under the Plan in any calendar year to any one Participant shall be 300,000.

(d)

Performance Awards.    With respect to any one calendar year (i) the maximum amount that may be paid to any one Participant for Performance Awards payable in cash or property other than Shares shall be $3,000,000, and (ii) the maximum number of Shares that may be paid to any one Participant for Performance Awards payable in Stock shall be 150,000 Shares. For purposes of applying these limits in the case of multi-year performance periods, the amount of cash or property or number of Shares deemed paid with respect to any one 12-month period is the total amount payable or Shares earned for the performance period divided by the number of 12-month periods in the performance period.

(a)	Exercise Price.    The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 13.11) shall not be less than the Fair Market Value as of the Grant Date.

(b)	Prohibition on Repricing.    Except as otherwise provided in Section 14.1, without the prior approval of stockholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly,

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(c)

Time and Conditions of Exercise.    The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Sections 7.1(e) and 13.6, and may include in the Award Certificate a provision that an Option that is otherwise exercisable and has an exercise price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term by means of a “net exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the Option on such exercise date, less the number of Shares required for tax withholding. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.

(d)

Payment.    The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.

(e)	Exercise Term.    Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.

(f)	No Deferral Feature.    No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.

(g)	No Dividend Equivalents.    No Option shall provide for Dividend Equivalents.

(a)	Right to Payment.    Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the SAR is being exercised, the excess, if any, of:

(1)	The Fair Market Value of one Share on the date of exercise; over

(2)	The base price of the SAR as determined by the Committee and set forth in the Award Certificate, which for any SAR (other than a SAR issued as a substitute Award pursuant to Section 13.11) shall not be less than the Fair Market Value of one Share on the Grant Date.

(b)	Prohibition on Repricing.    Except as otherwise provided in Section 14.1, without the prior approval of the stockholders of the Company, (i) the base price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or

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(c)

Time and Conditions of Exercise.    The Committee shall determine the time or times at which a SAR may be exercised in whole or in part, subject to Section 13.6, and may include in the Award Certificate a provision that a SAR that is otherwise exercisable and has a base price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date of the term, thus entitling the holder to cash or Shares equal to the intrinsic value of the SAR on such exercise date, less the cash or number of Shares required for tax withholding. No SAR shall be exercisable for more than ten years from the Grant Date.

(d)	No Deferral Feature.    No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.

(e)	No Dividend Equivalents.    No SAR shall provide for Dividend Equivalents.

(f)

Other Terms.    All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the Award Certificate.

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(a)	The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee, including but not limited to the following:

•	Revenue (premium revenue, total revenue or other revenue measures)

•	Sales

•	Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)

•	Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)

•	Net income (before or after taxes, operating income or other income measures)

•	Cash (cash flow, cash generation or other cash measures)

•	Stock price or performance

•	Total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price)

•	Economic value added return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);

•	Market share

•	Improvements in capital structure

•	Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)

•	Business expansion or consolidation (acquisitions and divestitures)

•	Internal rate of return or increase in net present value

•	Productivity measures

•	Cost reduction measures

•	Strategic plan development and implementation

•	Working capital (including, but not limited to, targets relating to inventory and/or accounts receivable

•	Credit Quality

•	Deposit growth

•	Loan growth

•	Stock price or performance

•	Any other objective or subjective goals

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(b)

The Committee may provide in any Performance Award that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including by way of example but without limitation the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) unusual or infrequently occurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncements thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (f) any other specific, unusual or nonrecurring events, or objectively determinable category thereof, including discontinued operations or changes in the Company’s fiscal year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses.

(a)	Each Award and each right under any Award shall be exercisable only by the holder thereof during such holder’s lifetime, or, if permissible under applicable law, by such holder’s guardian or legal representative

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(b)

No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a grantee otherwise than by will or by the laws of descent and distribution (or in the case of Restricted Stock, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the grantee’s death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(c)

Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Certificate, Awards (other than Incentive Stock Options and corresponding Awards), may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee” in respect of any grantee means any member of the Immediate Family of such grantee, any trust of which all of the primary beneficiaries are such grantee or members of his or her Immediate Family, or any partnership (including limited liability companies and similar entities) of which all of the partners or members are such grantee or members of his or her Immediate Family; and the “Immediate Family” of a grantee means the grantee’s spouse, any person sharing the grantee’s household (other than a tenant or employee), children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Award may be exercised by such transferee in accordance with the terms of the Award Certificate.

(d)	Nothing herein shall be construed as requiring the Company or any Affiliate to honor a QDRO except to the extent required under applicable law.

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(a)	all of that Participant’s outstanding Options and SARs shall become fully exercisable;

(b)	all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination; and

(c)

the target payout opportunities attainable under all of such Participant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of termination occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target, if the date of termination occurs during the second half of the applicable performance period, and, in either such case, there shall be a prorata payout to the Participant or his or her estate within thirty (30) days following the date of termination (unless a later date is required by Section 16.3 hereof) based upon the length of time within the performance period that has elapsed prior to the date of termination. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate.

(a)	ll outstanding Options or SARs shall become fully exercisable;

(b)	all time-based vesting restrictions on outstanding Awards shall lapse; and

(c)

the target payout opportunities attainable under outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the Change in Control occurs during the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance goals against target, if the Change in Control occurs during the second half of the applicable performance period, and, in either such case, there shall be a payout to Participants within thirty (30) days following the Change in Control (unless a later date is required by Section 16.3 hereof). To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

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(a)

Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);

(b)	The original term of an Option or SAR may not be extended without the prior approval of the stockholders of the Company;

(c)

Except as otherwise provided in Section 14.1, without the prior approval of the stockholders of the Company, (i) the exercise price of an Option or base price of a SAR may not be reduced, directly or indirectly, (ii) an option or SAR may not be cancelled in exchange for cash, other Awards or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR; and

(d)

No termination, amendment, or modification of the Plan shall adversely affect in any material respect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).

(a)	No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively

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(b)

Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, or any Participant’s service as a director or consultant, at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.

(c)	Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or any of its Affiliates.

(d)	No Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

(a)

General.    It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

(b)

Definitional Restrictions.    Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the Change in Control, Disability or separation from service as applicable.

(c)	Allocation among Possible Exemptions.    If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such

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(d)

Six-Month Delay in Certain Circumstances.    Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A- 3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

(e)

Installment Payments.    If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(f)

Timing of Release of Claims    Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non- revocation of the release occur during the first such calendar year included within such 60- day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.

(g)	Permitted Acceleration.    The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg.Section 1.409A-3(j)(4).

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(a)

Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b)

Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.