Election to Receive Cash Retainers in Restricted Stock Units

Election to Receive Restricted Stock Unit Awards in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of a Restricted Stock Unit Award. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of phantom stock units (which may be fully vested) based on the Fair Market Value of the Shares on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate.

Election to Receive Stock in Lieu of Cash. By adopting this Policy, the Board intends to supplement the terms of the FB Financial Corporation 2016 Incentive Plan (the “Plan”) to permit the elections described in this paragraph. Each Non-Employee Director may elect to receive all or any portion of the Annual Cash Compensation (including the Base Cash Retainer, Audit Committee Chair Annual Fee and Compensation Committee Chair Annual Fee) in the form of the Company’s common stock, which shall be paid from and shall be subject to the terms of the Plan. The number of whole shares of Company common stock to be paid is subject to the availability of shares under the Plan and will be determined by dividing the amount of the Annual Cash Compensation the Non-Employee Director has elected to be paid in stock by the Fair Market Value (as defined in the Plan) per share of Company stock on the date that the date that the cash would have been paid under this policy. No fractional shares shall be paid. If the Plan does not have sufficient

The executive officers shall be entitled to receive equity compensation grants consisting of restricted stock and stock options as follows:

Number of Restricted Stock Units:

In lieu of receiving annual cash retainer(s) and/or retainers for serving as a chairperson or as a member of the Audit Committee, the Compensation Committee or the Nominating Committee of the Board, an Eligible Director may elect to receive fully vested shares of the Company’s common stock having a value on the first day of the service quarter for which they are issued approximately equal to the amount of the cash retainer payment he or she would otherwise receive. Such stock grants in lieu of cash retainer payments will be awarded on a quarterly basis at the same time cash retainer payments would be made.

In lieu of receiving annual cash retainer(s) and/or retainers for serving as a chairperson or as a member of the Audit Committee, the Compensation Committee or the Nominating Committee of the Board, an Eligible Director may elect to receive fully vested shares of the Company’s common stock having a value on the first day of the service quarter for which they are issued approximately equal to the amount of the cash retainer payment he or she would otherwise receive. Such stock grants in lieu of cash retainer payments will be awarded on a quarterly basis at the same time cash

Employee Restricted Stock Unit Award Agreement

Employee Restricted Stock Unit Award Agreement

The Executive shall be eligible to receive annual performance stock units, restricted stock units and/or other equity or long-term incentives, in the discretion of the Compensation Committee.