S-8

As filed with the Securities and Exchange Commission on August 24, 2010 Registration No.                     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ATHENS BANCSHARES CORPORATION

(exact name of registrant as specified in its charter)

Tennessee	27-0920126
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
106 Washington Avenue, Athens, TN	37303
(Address of Principal Executive Offices)	Zip Code

Athens Bancshares Corporation
2010 Equity Incentive Plan
(Full Title of the Plan)

	Copies to:
Jeffrey L. Cunningham	Victor L. Cangelosi
President and Chief Executive Officer	Suzanne A. Walker
Athens Bancshares Corporation	Kilpatrick Stockton LLP
106 Washington Avenue	607 14th Street, NW, Suite 900
Athens, Tennessee 37303	Washington, D.C. 20005
(Name and address of agent for service)	(202) 508-5800
(423) 745-1111
Telephone number, including area code, of agent for service

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act . (Check One):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed		Proposed
			maximum		maximum		Amount of
	Amount		offering price		aggregate		registration
Title of securities to be registered	to be registered(1)		per share		offering price(3)		fee
Common Stock $.01 par Value		388,815 (2)		$11.09		$4,311,958		$307

(1)	Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “Equity Plan”) as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock of Athens Bancshares Corporation (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a).
(2)	Represents 277,725 shares which may be issued upon the exercise of options to purchase shares of the Common Stock and 111,090 shares of Common Stock which may be distributed upon the vesting of stock awards under the Equity Plan.
(3)	Estimated solely for the purpose of calculating the registration fee. Represents the closing price for the common stock as reported on August 23, 2010 in accordance with 17 CFR Section 230.457(c) and 230.457(h).

This Registration Statement shall become effective immediately upon filing in accordance with
Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17 C.F.R. §230.462

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 (Plan Information) and 2 (Registrant Information). The documents containing the information for the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “Equity Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Equity Plan as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424, in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed or to be filed by Athens Bancshares Corporation (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K which includes the consolidated balance sheets of Athens Federal Community Bank and its subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in equity and cash flows for the years then ended. The Form 10-K was filed with the SEC on March 31, 2010 (File No. 001-34534).

(b) The Corporation’s Quarterly Report on Form 10-Q for the calendar quarter ended March 31, 2010 filed with the SEC on May 17, 2010 (File No. 001-34534).

(c) The description of the Registrant’s common stock contained in Registrant’s Form 8-A12B as filed with the SEC on November 9, 2010 (File No. 001-34534).

(d) The Corporation’s Current Reports on Form 8-K (other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K) filed with the SEC on April 6, 2010, May 10, 2010, July 19, 2010 and July 27, 2010.

(e) All documents filed by the Registrant and the Plan, where applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (in each case other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K or 8-K/A).

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable, as the Registrant’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended.

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Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Article X of the Registrant’s Charter provides:

A director of this Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended (the “TBCA”). If the TBCA is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the TBCA, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

In addition, Article XI of the Registrant’s Charter provides:

(A) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, and (1) he or she conducted himself in good faith, (2) he or she reasonably believed, (a) in the case of conduct in his official capacity with the Corporation, that his or her conduct was in the Corporation’s best interest and, (b) in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interest, and (3) in the case of any criminal proceeding, he or she had no reasonable cause to believe that his conduct was unlawful (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the TBCA, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide before such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section (C) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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(B) The right to indemnification conferred in Section A of this Article XI shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the TBCA requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, services to an employee benefit plan) shall be made upon (1) delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise, (2) delivery to the Corporation, by or on behalf of such indemnitee, of a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section A of this Article XI, and (3) a determination that the facts would not preclude indemnification under this Article XI.

The determination shall be made (a) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding, (b) if a quorum cannot be obtained under the preceding clause, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding, (c) by independent special legal counsel, (i) selected by the Board of Directors or its committee in the manner described in clause (a) or (b) of this paragraph, or (ii) if a quorum of the board cannot be obtained under clause (a) or (b) of this paragraph, selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate) or; (d) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

The rights to indemnification and to the advancement of expenses conferred in Sections (A) and (B) of this Article XI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

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(C) If a claim under Section (A) or (B) of this Article XI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses of prosecuting or defending such suit. In (1) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (2) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the TBCA. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled to select counsel under clause (c) of the second paragraph of Section (B). In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the Corporation.

(D) The rights to indemnification and to the advancement of expenses conferred in this Article XI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Charter, Bylaws, agreement, vote of shareholders or Disinterested Directors, as defined in Article XIII of this Charter, or otherwise.

(E) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or subsidiary or affiliate or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the TBCA.

(F) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article XI with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

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Item 7. Exemption from Registration Claimed

None.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).

List of Exhibits (filed herewith unless otherwise noted):

4.1	Charter of Athens Bancshares Corporation(1)
4.2	Bylaws of Athens Bancshares Corporation(2)
5.0	Opinion of Kilpatrick Stockton LLP as to the legality of the Common Stock to be issued
23.1	Consent of Kilpatrick Stockton LLP (contained in the Opinion included in Exhibit 5.0)
23.2	Consent of Hazlett, Lewis & Bieter PLLC
24	Power of Attorney (contained on the signature page)
99.1	Athens Bancshares Corporation 2010 Equity Incentive Plan(3)
99.2	Form of Equity Award Agreements

(1)	Incorporated by reference to the Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on September 17, 2009.
(2)	Incorporated by reference to the Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on September 17, 2009.
(3)	Incorporated by reference to the Registrant’s Form DEF14A filed with the SEC on June 7, 2010.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) The undersigned Registrant hereby undertakes that, for purposes of determining any liquidity under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant

Pursuant to the requirements of the Securities Act of 1933, Athens Bancshares Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, State of Tennessee, on August 23, 2010.

ATHENS BANCSHARES CORPORATION
By:	/s/ Jeffrey L. Cunningham
	Jeffrey L. Cunningham
	President, Chief Executive Officer and Director
	(Principal executive officer)

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below (other than Jeffrey L. Cunningham) constitutes and appoints Jeffrey L. Cunningham, as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Jeffrey L. Cunningham	President, Chief Executive Officer and Director	August 23, 2010
Jeffrey L. Cunningham	(Principal executive officer)
/s/ Michael R. Hutsell	Vice President, Chief Operating Officer,	August 23, 2010
Michael R. Hutsell	and Chief Financial Officer (Principal financial and accounting officer)
/s/ Dr. James L. Carter, Jr.	Director	August 23, 2010
Dr. James L. Carter, Jr.
/s/ Elaine M. Cathcart	Director	August 23, 2010
Elaine M. Cathcart
/s/ G. Scott Hannah	Director	August 23, 2010
G. Scott Hannah
/s/ G. Timothy Howard	Director	August 23, 2010
G. Timothy Howard
/s/ Lyn B. Thompson	Director	August 23, 2010
Lyn B. Thompson
/s/ Larry D. Wallace	Director	August 23, 2010
Larry D. Wallace
/s/ Darrell Murray	Director	August 23, 2010
Darrell Murray

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EXHIBIT INDEX

				Sequentially
				Numbered
Exhibit No.		Description	Method of Filing	Page Location
	4.1	Charter of Athens Bancshares Corporation	Incorporated by reference to the Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1.
	4.2	Bylaws of Athens Bancshares Corporation	Incorporated by reference to the Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1.
	5.0	Opinion of Kilpatrick Stockton LLP	Filed herewith.
	23.1	Consent of Kilpatrick Stockton LLP	Included in Exhibit 5.0.
	23.2	Consent of Hazlett, Lewis & Bieter PLLC	Filed herewith.
	24	Power of Attorney	Located on the signature page.
	99.1	Athens Bancshares Corporation 2010 Equity Incentive Plan	Incorporated by reference to the Registrant’s Form DEF14A.
	99.2	Form of Equity Award Agreements	Filed herewith.

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EX-5.0

Exhibit 5.0 Opinion of Kilpatrick Stockton LLP

August 23, 2010

Athens Bancshares Corporation
106 Washington Avenue
Athens, Tennessee 37303

RE: Athens Bancshares Corporation 2010 Equity Incentive Plan

Board Members:

We have been requested by Athens Bancshares Corporation, a Tennessee corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement on Form S-8 (the “Registration Statement”) covers 388,815 shares of Company common stock to be issued under the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “Equity Plan”): (i) 277,725 shares to be issued upon the exercise of options to purchase shares of the Company common stock and (ii) 111,090 shares to be issued as restricted stock awards.

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Tennessee law, it is our opinion that the shares reserved for issuance and distribution under the above-referenced Equity Plan are duly authorized and, with respect to the shares issuable upon the exercise of stock options granted or to be granted under the Equity Plan, upon payment for such shares, and, with respect to awards of shares under the Equity Plan, upon issuance of such shares, in the manner described in the Equity Plan, the shares will be validly issued, fully paid and nonassessable.

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,
KILPATRICK STOCKTON LLP
By:	/s/ Victor L. Cangelosi
	Victor L. Cangelosi, a Partner

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-8 of Athens Bancshares Corporation of our report dated March 26, 2010, relating to our audits of the consolidated financial statements of Athens Federal Community Bank and subsidiaries appearing in the Annual Report on Form 10-K of Athens Bancshares Corporation for the year ended December 31, 2009.

/s/ HAZLETT, LEWIS & BIETER, PLLC

Chattanooga, Tennessee
August 18, 2010

EX-99.2

Exhibit 99.2 Form of Equity Award Agreements

FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR THE ATHENS BANCSHARES CORPORATION 2010 EQUITY INCENTIVE PLAN

This Award Agreement is provided to [               ] (the “Participant”) by Athens Bancshares Corporation (the “Company”) as of                     , 2010 (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) awarded the Participant a restricted stock award pursuant to the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the 2010 Plan and this Award Agreement:

1.	Number of Shares Subject to Your Restricted Stock Award:	[               ] shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2010 Plan.
2.	Grant Date:	, 2010

Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire on the following dates and the Shares will be distributed; provided that the Participant is still employed by or in service with the Company or any of its subsidiaries:

Percentage of	Number of
Shares Vesting	Shares Vesting	Vesting Date
20%			, 2011
20%			, 2012
20%			, 2013
20%			, 2014
20%			, 2015

IN WITNESS WHEREOF, Athens Bancshares Corporation, acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

ATHENS BANCSHARES CORPORATION
By:
	On behalf of the Compensation Committee

Accepted by Participant:

[          ]

Date

TERMS AND CONDITIONS

1.	Grant of Shares. The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2010 Plan.
2.	Restrictions. The unvested Shares underlying your Restricted Stock Award (the “Restricted Shares”) are subject to the following restrictions until they expire or terminate.

(a)	Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.
(b)	If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2010 Plan.
(c)	Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a)	If applicable, as to the percentages of the Shares specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided you are then still employed by or in the service of the Company or an Affiliate; or
(b)	Upon termination of your employment or service by reason of death or Disability; or
(c)	Upon a Change in Control (as defined in the 2010 Plan).

4.	Delivery of Shares. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings (if any), unless the Compensation Committee elects to pay out the accumulated dividends and earnings prior to vesting), will be distributed in accordance with your instructions.
5.	Voting and Dividend Rights. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares.
6.	Changes in Capital Structure. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately.
7.	No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate.
8.	Payment of Taxes. You may make an election to be taxed upon your Restricted Stock Award under Section 83(b) of the Code within 30 days of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Restricted Stock Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (i.e., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2010 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rules. Outside Directors of the Company are self-employed and not subject to tax withholding.

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9.	Plan Controls. The terms contained in the 2010 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2010 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.
10.	Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.
11.	Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Athens Bancshares Corporation
106 Washington Avenue
Athens, Tennessee 37303
Attn: Compensation Committee
          c/o Chairman

or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.

12.	Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2010 Plan.
13.	Forfeiture. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2010 Plan to which you would otherwise be entitled will be revoked.

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FORM OF
NON-STATUTORY STOCK OPTION AWARD AGREEMENT
FOR THE ATHENS BANCSHARES CORPORATION 2010 EQUITY INCENTIVE PLAN

This Award Agreement is provided to [               ] (the “Participant”) by Athens Bancshares Corporation (the “Company”) as of                     , 2010 (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the 2010 Plan and this Award Agreement:

1.	Option Grant:	You have been granted a Non-Statutory Stock Option (referred to in this Agreement as your “Option”). Your Option is not intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
2.	Number of Shares Subject to Your Option:	[               ] shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2010 Plan.
3.	Grant Date:	, 2010
4.	Exercise Price:	You may purchase Shares covered by your Option at a price of $         per share.

Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule:

Continuous Status				Number of
as a Participant	Percentage of			Cumulative Shares
after Grant Date	Option Vested			Available for Exercise	Vesting Date
, 2011		20	%			, 2011
, 2012		40	%			, 2012
, 2013		60	%			, 2013
, 2014		80	%			, 2014
, 2015		100	%			, 2015

IN WITNESS WHEREOF, Athens Bancshares Corporation, acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	ATHENS BANCSHARES CORPORATION
Accepted by Participant:	By:
		On behalf of the Compensation Committee

[               ]

Date

TERMS AND CONDITIONS

1.	Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2010 Plan.
2.	Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

(a)	Upon your death or Disability during your Continuous Status as a Participant; or
(b)	Upon a Change in Control (as defined in the 2010 Plan).

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a)	Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.
(b)	Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.
(c)	Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2010 Plan) may exercise your Option.
(d)	At the end of the remaining original term of the Option if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control.

The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant you held prior to such termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

4. Exercise of Option. You may exercise your Option by providing:

(a)	a written notice of intent to exercise to Michael R. Hutsell at the address and in the form specified by the Committee from time to time; and
(b)	payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, Company common stock (“stock swap”), a combination of cash and Company common stock or by means of a cashless exercise (if permitted by the Committee).

5.

Beneficiary Designation. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the 2010 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2010 Plan is subject to all terms and conditions of this Award Agreement and the 2010 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company.

6.

Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (i.e., FICA and FUTA). Outside Directors of the Company are self-employed and are not subject to tax withholding.

7.	Limitation of Rights. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.
8.	Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2010 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.
9.	Plan Controls. The terms contained in the 2010 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2010 Plan. In the event of any actual or alleged conflict between the provisions of the 2010 Plan and the provisions of this Award Agreement, the provisions of the 2010 Plan will control.
10.	Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2010 Plan.
11.	Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement.
12.	Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Athens Bancshares Corporation
106 Washington Avenue
Athens, Tennessee 37303
Attn: Compensation Committee
         c/o Chairman

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

13.	Stock Reserve. The Company shall at all times during the term of this Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Agreement.
14.	Forfeiture. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2010 Plan to which you would otherwise be entitled will be revoked.

FORM OF
INCENTIVE STOCK OPTION AWARD AGREEMENT
FOR THE ATHENS BANCSHARES CORPORATION 2010 EQUITY INCENTIVE PLAN

This Award Agreement is provided to                      (the “Participant”) by Athens Bancshares Corporation (the “Company”) as of                      (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “2010 Plan”), subject to the terms and conditions of the 2010 Plan and this Award Agreement:

1.	Option Grant:	You have been granted an Incentive Stock Option (referred to in this Agreement as your “Option”).
2.	Number of Shares Subject to Your Option:	shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2010 Plan.
3.	Grant Date:
4.	Exercise Price:	You may purchase Shares covered by your Option at a price of $_____  per share.

Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule:

Continuous Status				Number of
as a Participant	Percentage of Option			Cumulative Shares
after Grant Date	Vested/Number of Shares			Available for Exercise	Vesting Date
, 2011		20	%			, 2011
, 2012		40	%			, 2012
, 2013		60	%			, 2013
, 2014		80	%			, 2014
, 2015		100	%			, 2015

IN WITNESS WHEREOF, Athens Bancshares Corporation, acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

ATHENS BANCSHARES CORPORATION
By:
	On behalf of the Compensation Committee

Accepted by Participant:

[Name]

Date

TERMS AND CONDITIONS

1.	Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2010 Plan. The Company intends this grant to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
2.	Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

(a)	Upon your death or Disability during your Continuous Status as a Participant; or
(b)	Upon a Change in Control (as defined in the 2010 Plan).

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a)	Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.
(b)	Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.
(c)	Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2010 Plan) may exercise your Option.
(d)	At the end of the remaining original term of the Option, if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. Options exercised more than three (3) months after your termination date will be treated as Non-Statutory Stock Options for tax purposes.

The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant that you held prior to termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

4. Exercise of Option. You may exercise your Option by providing:

(a)	a written notice of intent to exercise to Michael R. Hutsell at the address and in the form specified by the Committee from time to time; and
(b)	payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for such Shares can be made in cash, Company common stock (“stock swap”), a combination of cash and Company common stock or by means of “cashless exercise” (if permitted by the Committee).

5. Beneficiary Designation. You may, in the manner determined by the Committee, designate a beneficiary to exercise your rights under the 2010 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2010 Plan is subject to all terms and conditions of this Award Agreement and the 2010 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment will be made to your estate. You may change or revoke a beneficiary designation at any time, provided the change or revocation is filed with the Company.

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6. Withholding.

(a)	Exercise of Incentive Stock Option:
		There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option (see Incentive Stock Option Holding Period), although the excess, if any, of the Fair Market Value of the shares of Common Stock on the date of exercise over the Exercise Price will be treated as income for alternative minimum tax (“AMT”) purposes and may subject you to AMT in the year of exercise. Please check with your tax advisor.
(b)	Disqualifying Disposition:
		In the event of a disqualifying disposition (described below), you may be required to pay Athens Bancshares Corporation or its Affiliates (based on the federal and state regulations in place at the time of exercise) an amount sufficient to satisfy all federal, state and local tax withholding.
(c)	Incentive Stock Option Holding Period:
		In order to receive Incentive Stock Option tax treatment under Section 422 of the Code, you may not dispose of Shares acquired under an Incentive Stock Option Award (i) for two (2) years from the Date of Grant and (ii) for one (1) year after the date you exercise your Incentive Stock Option. You must notify the Company within ten (10) days of an early disposition of Common Stock (i.e., a “disqualifying disposition”).

7.	Limitation of Rights. This Option does not confer on you or your beneficiary any rights as a shareholder of the Company unless and until Shares are in fact issued in connection with the Option exercise. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your service at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.
8.	Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your rights or interests in this Option to or in favor of any party other than the Company or an Affiliate, and the Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer the Option, other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code, if such Section applied to an Option under the 2010 Plan. Only you or a permitted transferee may exercise the Option during your lifetime.
9.	Plan Controls. The terms contained in the 2010 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2010 Plan. In the event of any actual or alleged conflict between the provisions of the 2010 Plan and the provisions of this Award Agreement, the provisions of the 2010 Plan will control.

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10.	Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2010 Plan.
11.	Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in the Award Agreement.
12.	Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Athens Bancshares Corporation
106 Washington Avenue
Athens, Tennessee 37303
Attn: Compensation Committee
         c/o Chairman

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

13.	Stock Reserve. The Company shall at all times during the term of this Award Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Award Agreement.
14.	Forfeiture. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2010 Plan to which you would otherwise be entitled will be revoked.

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