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                                                                 EXHIBIT 10.1

                           SOUTHERN COMMUNITY BANCORP

                     EMPLOYEES' INCENTIVE STOCK OPTION PLAN

1.       PURPOSE. The purpose of this Employees' Incentive Stock Option Plan
         (hereinafter called the "Plan") is to promote the interest of Southern
         Community Bancorp, a Florida corporation (hereinafter called the
         "Company"), by affording an incentive to certain officers and key
         management employees to remain in the employ of the Company to use
         their best efforts in its behalf, and further to aid the Company in
         attracting, maintaining, and developing capable management personnel of
         a caliber required to insure the company's continued success, by means
         of an offer to such persons of an opportunity to acquire or increase
         their proprietary interest in the Company through the granting of
         options to purchase the Company's stock pursuant to the terms of the
         Plan.


2.       SHARES SUBJECT TO PLAN.

         (a)      The shares to be delivered upon exercise of options granted
                  under the Plan (hereinafter call "Options" or "Option") shall
                  be made available, at the discretion of the Board of
                  Directors, from the authorized and unissued shares of the
                  Company's Common Stock or from the shares acquired by the
                  Company, including shares purchased in the open market.

         (b)      Subject to adjustments made pursuant to the provisions of
                  Section 11 hereof, the aggregate number of shares which may be
                  issued upon exercise of all Options shall not exceed 106,000
                  shares of the Common Stock of the Company; provided, however,
                  that in no event shall any Option be granted under the Plan
                  which would cause the total number of shares subject to such
                  Options, when coupled with the shares subject to options that
                  may be or have been granted under any other stock option plan
                  of the Company, to exceed 20% of the total number of shares of
                  the Company's Common Stock then outstanding, exclusive of
                  shares issued pursuant to the exercise of options previously
                  granted under all of such plans.

         (c)      In the event that any Option shall expire or terminate for any
                  reason whatsoever without having been exercised in full, the
                  unpurchased shares covered thereby shall (unless the Plan
                  shall have been terminated) be added to the shares otherwise
                  available for Options which may be granted in accordance with
                  the terms of the Plan; or shall be available for any lawful
                  corporate purpose.

         (d)      More than one Option may be granted to any employee pursuant
                  to the Plan. The aggregate fair market value of the stock
                  (determined as of the time the Option is granted) for which
                  Options are exercisable for the first time under the terms of
                  the Plan by any employee during any calendar year shall not
                  exceed the aggregate dollar

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                  limitation of Section 422(d) of the Internal Revenue Code of
                  1986, as amended (the "Code") ($100,000.00 as of the date of
                  the Plan).

3.       OPTION AGREEMENTS.

         (a)      Each Option shall be evidenced by a written option agreement,
                  which shall be signed by an officer of the Company and by the
                  employee and which shall contain such provisions as may be
                  approved by the Compensation Committee of the Board of
                  Directors of the Company (or such other committee as the Board
                  of Directors may designate, hereinafter called the
                  "Committee").

         (b)      The option agreements shall constitute binding contracts
                  between the Company and the employee and every employee, upon
                  acceptance of such option agreement, shall be bound by the
                  terms and restrictions of the Plan and of the option
                  agreement.

         (c)      The terms of the option agreement shall be in accordance with
                  the Plan, but may include additional provisions and
                  restrictions, provided that the same are not inconsistent with
                  the terms and provisions of the Plan.

         (d)      Each Option granted under the Plan shall vest ratably over a
                  period of five years from the date of employment of the
                  grantee of such Option or such later date as the Committee
                  shall determine in its discretion, such that twenty percent
                  (20%) of the total number of shares subject to each Option
                  shall become exercisable on the first anniversary of the date
                  of the grantee's employment by the Company or the date on
                  which the Option is granted, as determined by the Committee,
                  and the Option shall be exercisable with respect to an
                  additional twenty percent (20%) of such shares on each
                  succeeding anniversary date until the Option shall be
                  exercisable with respect to all of such shares.
                  Notwithstanding the foregoing, each Option granted under the
                  Plan shall become immediately exercisable in the event of any
                  Terminating Transaction as defined in Section 7(d) of the
                  Plan.

         (e)      Neither anything contained in the Plan nor in any resolution
                  adopted or to be adopted by the Board of Directors or the
                  shareholders of the Company nor any action taken by the
                  Committee shall constitute the granting of any Option. The
                  granting of any Option shall take place only when a written
                  option agreement shall have been duly executed and delivered
                  by or on behalf of the Company and the employee to whom such
                  Option shall be granted.

         (f)      No Option shall be granted after ten (10) years from the date
                  the Plan is adopted by the Company's Board of Directors, or
                  the date the Plan is approved by the Company's shareholders,
                  whichever is earlier.

4.       ADMINISTRATION. The Committee, which shall consist solely of
         "disinterested persons" (which term shall have the same meaning as used
         in SEC Rule 16b-3(c)(2)(i)), shall administer the Plan. The Committee
         shall consist of not less than three nor more than five

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         members of the Board, to serve at the pleasure of the Board. If it is
         proposed that any member of the Committee shall be granted Options,
         such member shall not be present during the discussion at any meeting
         of the Committee at which the granting of an Option to such member is
         considered. Vacancies on the Committee shall be filled by members
         appointed by the Board of Directors.

         A majority of the Committee shall constitute a quorum, and acts of a
         majority of the disinterested members present at any meeting at which a
         quorum is present, or acts approved in writing by a majority of the
         disinterested members of the Committee, shall be deemed the acts of the
         Committee.

         The Committee shall select one of its members as its Chairman. The
         Committee shall appoint a secretary who need not be a member of the
         Committee and who shall maintain a record of its actions, decisions and
         proceedings.

         The Committee shall have full power and authority to construe,
         interpret, and administer the Plan and may from time to time adopt such
         rules and regulations for carrying out the Plan as it may deem proper
         and in the best interest of the Company. Subject to the terms,
         provisions, and conditions of the Plan, the Committee in the light and
         on the consideration of recommendations of the Company's Directors,
         President and other officers, if the Committee shall deem the same
         appropriate, shall (i) select the key employees to whom Options shall
         be granted, (ii) determine the number of shares subject to each Option,
         (iii) determine the time or times when Options will be granted, (iv)
         determine the price of the shares subject to each Option, (v) determine
         the time when each Option may be exercised, (vi) fix such other
         provisions of the option agreement as the Committee may deem necessary
         or desirable consistent with the terms of the Plan, and (vii) determine
         all other questions relating to the administration of the Plan. The
         interpretation of any provisions of the Plan by the Committee shall be
         final, conclusive, and binding upon all persons and the Board of
         Directors shall place into effect the determinations of the Committee.

5.       ELIGIBILITY. Key employees of the Company and, except as restricted by
         law, any of its subsidiaries, including officers and directors who are
         salaried employees, shall be eligible to receive Options; provide,
         however, that no person shall be eligible to receive Options who
         immediately after such Option is granted hereunder owns (within the
         meaning of Section 422(b)(6) of the Code) capital stock possessing more
         than 10% of the total combined voting power of all classes of stock of
         the Company or any of its subsidiaries, as defined in Section 424(f) of
         the Code, unless the Options are priced in an amount which equals at
         least 110% of the fair market value of the stock (determined at the
         time of the grant) and the Options are required to be exercised within
         five (5) years from the date of the grant. The fact that an employee
         has been granted an Option shall not in any way effect or qualify the
         right of the employer to terminate his employment at any time. Nothing
         contained in the Plan shall be construed to limit the right of the
         Company to grant options otherwise than under the Plan for any proper
         and lawful corporate purpose, including but not limited to options
         granted to key employees. Key employees will be those selected by the
         Committee from time to time who, in the sole discretion of the
         Committee, have contributed in the past or who may be

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         expected to contribute materially in the future to the successful
         performance of the Company or any of its subsidiaries.

6.       OPTION PRICE. Except as provided in Section 5 hereof relating to an
         employee who owns capital stock possessing more than 10% of the total
         combined voting power of all classes of stock, the price at which
         shares of stock may be purchased under an Option shall be determined by
         the Committee but shall not be less than the greater of the par value
         of the shares or 100% of the fair market value (within the meaning of
         Section 422(c)(7) of the Code) of such shares on the date that the
         Option is granted, such fair market value to be determined by, and in
         accordance with procedures to be established by the Committee. The
         option price will be subject to adjustments in accordance with the
         provisions of Section 11 hereof.

7.       EXERCISE OF OPTIONS.

         (a)      Subject to the provisions of the Plan with respect to
                  termination of employment under Section 9 hereof, the period
                  during which each Option may be exercised shall be fixed by
                  the Committee at the time such Option is granted, but such
                  period shall expire not later than ten years from the date the
                  Option is granted. Subject to the terms and conditions of the
                  option agreement, an Option may be exercised, at any time or
                  from time to time, as to any part of or all of the shares
                  which shall be covered thereby; provided, however, that an
                  Option may not be exercised as to less than 100 shares at any
                  one time (or the remaining shares then purchasable under the
                  Option, if less than 100 shares).

         (b)      No shares shall be delivered pursuant to any exercise of an
                  Option until the requirements of such laws and regulations as
                  may be deemed by the Committee to be applicable to them are
                  satisfied and until payment in full in cash of the option
                  price for them is received by the Company. No employee to whom
                  an Option shall have been granted or the legal representative,
                  legatee, or distributee of such an employee, shall be deemed
                  to be a holder of any shares subject to any Option unless and
                  until the certificate or certificates for them have been
                  issued.

         (c)      Except as provided in Section 9 and 10 hereof, at all time
                  during the period beginning on the date of the granting of the
                  Option and ending on the date of the exercise of the option,
                  the individual must have been an employee of the Company or
                  any of its subsidiaries or a corporation or a parent or
                  subsidiary of such corporation issuing, or assuming a stock
                  option in a transaction to which Section 424(a) of the Code
                  applies.

         (d)      In the event of (i) a reorganization, merger or consolidation
                  in which the Company is not the surviving corporation, (ii)
                  the sale of substantially all of the assets of the Company to
                  another corporation, or (iii) a change in control or
                  threatened change in control of the Company (all such events
                  referred to collectively herein as a "Terminating
                  Transaction"), all Options granted prior to such Terminating
                  Transaction shall become immediately exercisable. Unless
                  otherwise determined by

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                  the Board of Directors, the term "control" shall refer to the
                  acquisition of ten percent (10%) or more of the voting
                  securities of the Company by any person or group acting in
                  concert within the meaning of the Change in Bank Control Act,
                  12 U.S.C. 1817(j), or section 658.28, Florida Statutes.

8.       TRANSFERABILITY OF OPTIONS. An Option granted under the Plan may not be
         transferred except by will or the laws of descent and distribution,
         and, during the lifetime of the employee to whom granted, may be
         exercised only by such employee.

9.       TERMINATION OF EMPLOYMENT. In the event that the employment of an
         employee to whom an Option shall have been granted shall be terminated
         for any reason other than death, such Option may be exercised at any
         time prior to the expiration date of the Option or within three (3)
         months after the date of such termination (twelve (12) months in the
         case of an employee who is disabled within the meaning of Section
         22(e)(3) of the Code), whichever is earlier, but only to the extent
         such employee had the right to exercise such Option at the date of such
         termination; provided, however, that, if the employment is terminated
         as a result of deliberate, willful or gross misconduct as determined by
         the Board of Directors or the Committee, all rights under the Option
         shall terminate and expire upon such termination.

10.      DEATH OF EMPLOYEE. If an employee to whom an Option shall have been
         granted shall die while he is employed by the Company or any of its
         subsidiaries or within three (3) months after the termination of his
         employment, such Option may be exercised (to the extent that the
         employee shall have been entitled to do so at the date of his death) by
         the person or persons to which such deceased employee's rights passed
         by will or by the laws of descent and distribution at any time prior to
         the expiration date of the Option or within one (1) year after the date
         of the appointment of a personal representative for such deceased
         employee's estate, whichever is earlier.

11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of a capital
         adjustment resulting from a stock dividend, stock split,
         reorganization, merger, consolidation, or a combination or exchange of
         shares, the number of shares of stock subject to the Plan and the
         number of shares under Option shall be adjusted consistent with such
         capital adjustment. The price of any share under Option shall be
         adjusted so that there will be no change in the aggregate purchase
         price payable upon exercise of any such Option. The granting of an
         Option pursuant to the Plan shall not affect in any way the right or
         power of the Company to make adjustments, reorganizations,
         reclassifications, or changes of its capital or business structure or
         to merge, consolidate, dissolve, liquidate, or sell or transfer all or
         any part of its business or assets.

12.      TERMINATION AND AMENDMENT OF PLAN. The Plan may at any time or from
         time to time be terminated, modified, or amended by the shareholders of
         the Company, by the affirmative vote of a majority of the common
         shares, in addition to the affirmative vote of a majority in interest
         of all the shares of the Company. The Board of Directors may at any
         time and from time to time modify or amend the Plan in such respects as
         it shall deem advisable in order that the Options shall be "Incentive
         Stock Options" as defined in Section 422 of the Code or

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         to conform to any change in the law, or in any other respect which
         shall not change (a) the maximum number of shares for which Options may
         be granted under the Plan; or (b) the minimum purchase price for the
         shares subject to Options, except as provided in Section 11; or (c) the
         periods during which Options may be granted or exercised; or (d) the
         provisions relating to the determination of employees to whom Options
         shall be granted; or (e) the provisions relating to the annual dollar
         limitation upon Options granted to any employee; or (f) the provisions
         relating to the transferability of the Options; or (g) the provisions
         relating to the employment status of an employee to whom an Option
         shall have been granted. The termination or any modification or
         amendment of the Plan shall not, without the consent of an employee,
         affect such employee's rights under an Option theretofore granted to
         such employee.

13.      EFFECTIVE DATE, TERM, AND APPROVAL. The Plan shall take effect on the
         earliest date on which the Plan shall have been approved by each of (i)
         the Board of Directors of the Company, (ii) the Shareholders of the
         Company, and (iii) the Florida Department of Banking and Finance (the
         "Department"). The Plan will terminate on the tenth anniversary of such
         effective date, and no Options may be granted under the Plan after that
         date, unless an earlier termination date, after which no Options may be
         granted under the Plan, is fixed by action of the Board of Directors of
         the Company, but any Option granted prior thereto may be exercised in
         accordance with its terms. The Plan and all Options granted pursuant to
         it are subject to all laws, approvals, requirements and regulations of
         any governmental authority which may be applicable thereto and
         notwithstanding any provisions of the Plan or option agreement, the
         holder of an Option shall not be entitled to exercise his Option nor
         shall the Company be obligated to issue any shares to the holder if
         such exercise or issuance shall constitute a violation by the holder or
         the Company of any provisions of any such approval requirement, law or
         regulation.

14.      PROCEEDS FROM SALE OF STOCK. Proceeds from the purchase of shares
         pursuant to the Plan shall be for the general business purpose of the
         Company.

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15.      ADOPTION AND APPROVAL OF PLAN.

                  Date Plan adopted by the Board of Directors: MARCH 18, 1999.

                  Date Plan approved by the Shareholders: APRIL 29, 1999.

                  Date Plan approved by the Department: JUNE 1, 1999.

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                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of the ____
day of ______________, by and between SOUTHERN COMMUNITY BANCORP, a Florida
corporation (hereinafter referred to as the "Company"), and
________________________________________ (hereinafter referred to as the
"Optionee").

         WHEREAS, the Optionee is a valuable and trusted employee of the
Company, and the Company considers it desirable and in its best interest that
the Optionee be given an inducement to acquire a further proprietary interest in
the Company and an added incentive to advance the interests of the Company by
possessing an option to purchase voting shares of the Company's common stock,
par value $1.00 per share (the "Common Stock"), in accordance with the
provisions of the Company's Employees' Incentive Stock Option Plan (the "Plan"),
a copy of which is attached to this Agreement, as adopted by the Board of
Directors of the Company on March 18, 1999, and ratified by the stockholders on
April 29, 1999, and as approved by the Florida Department of Banking and Finance
on June 1, 1999.

         NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:

1.       GRANT OF OPTION. The Company hereby grants to the Optionee the right,
         privilege, and option to purchase ____________________________ (______)
         shares of the Common Stock, at the purchase price of ____________
         dollars ($____) per share (the "Option"), in the manner and subject to
         the conditions hereinafter provided and as provided in the Plan.

2.       TIME OF EXERCISE OF OPTION. The Option may be exercised at any time,
         and from time to time, in whole or in part (subject to the limitation
         that the Option may not be exercised with respect to less than 100
         shares of the Common Stock at any one time or the remaining number of
         shares subject to the Option, if less than 100 shares), until the
         termination of the Option as provided in Section 4 below; provided,
         however, that:

                  (a) the Option granted hereby shall vest and be exercisable
only in accordance with the following vesting schedule: (i) the Option shall
vest and be exercisable with respect to __________________ (______) shares of
the Common Stock on ______________________; and (ii) the Option shall vest and
be exercisable with respect to an additional __________________ (______) shares
of the Common Stock on each anniversary of such date thereafter until the Option
is fully vested and exercisable; and

                  (b) notwithstanding the foregoing vesting schedule: (i) the
aggregate fair market value of the Common Stock (determined as of the date of
this Agreement) for which the Option is exercisable by the Optionee for the
first time during any calendar year under the terms of the Plan shall not exceed
the aggregate dollar limitation of Section 422(d) of the Internal Revenue Code
of 1986, as amended ($100,000.00 at the grant of this Option); and (ii) the
Option shall be fully vested and immediately exercisable upon the occurrence of
any "Terminating Transaction" as such term is defined in the Plan.

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3.       METHOD OF EXERCISE. The Option shall be exercised by written notice
         directed to the Secretary of the Company,at its principal place of
         business, accompanied by a certified or cashier's check in payment of
         the purchase price for the number of shares specified and paid for. The
         Company shall make immediate delivery of such shares; provided that if
         any law or regulation requires the Company to take any action with
         respect to the shares specified in such notice before the issuance
         thereof, then the date of delivery of such shares shall be extended for
         the period necessary to take such action.

4.       TERMINATION OF OPTION. Except as herein otherwise stated, the Option,
         to the extent not theretofore exercised, shall terminate upon the first
         to occur of the following:

         (a)      the expiration of three (3) months after the date on which the
                  Optionee's employment by the Company or any of its
                  subsidiaries is terminated (unless such termination is for
                  cause as provided below or is by reason of the death or
                  permanent and total disability of the Optionee).

         (b)      the expiration of twelve (12) months after the date on which
                  Optionee's employment by the Company or any of its
                  subsidiaries is terminated, if such termination is by reason
                  of the permanent and total disability of the Optionee.

         (c)      the expiration of twelve (12) months after the date of the
                  Optionee's death: (i) while in the employ of the Company or
                  any of its subsidiaries, (ii) within three (3) months after
                  the termination of the Optionee's employment, or (iii) within
                  twelve (12) months after the termination of the Optionee's
                  employment if such termination was by reason of Optionee's
                  permanent and total disability. In any such case, the person
                  or persons to whom the Optionee's rights pass by will or by
                  the laws of descent and distribution may exercise the Option
                  (to the extent the Option has not theretofore been exercised
                  during the Optionee's lifetime).

         (d)      the expiration of ten (10) years from the date of this
                  Agreement.

Notwithstanding any provision herein to the contrary, if the Optionee's
employment is terminated for cause as a result of the deliberate, willful or
gross misconduct of the Optionee as determined by the Board of Directors of the
Company, then the Option and all rights granted hereby shall terminate and
expire immediately upon such termination.

5.       RECLASSIFICATION, CONSOLIDATION, OR MERGER. If and to the extent that
         the number of issued shares of Common Stock shall be increased or
         reduced by any change in par value, split up, reclassification,
         distribution of a dividend payable in stock, or the like, the number of
         shares subject to the Option and the purchase price per share shall be
         proportionally adjusted. If the Company is reorganized or consolidated
         or merged with another corporation, the Optionee shall be entitled to
         receive options covering shares of such reorganized, consolidated or
         merged corporation in the same proportion, at an equivalent price, and



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         subject to the same terms and conditions as provided in this Agreement.
         For purposes of the preceding sentence, the excess of the aggregate
         fair market value of the shares subject to such option immediately
         after the reorganization, consolidation, or merger over the aggregate
         purchase price of such shares pursuant to such option shall not be more
         than the excess of the aggregate fair market value of all shares of the
         Common Stock subject to the Option immediately before such
         reorganization, consolidation, or merger over the aggregate purchase
         price of such shares pursuant to the Option, and any new option shall
         neither give Optionee additional benefits which Optionee did not have
         under the Option, nor deprive Optionee of benefits which Optionee had
         under the Option.

6.       RIGHTS PRIOR TO EXERCISE OF OPTION. This Option is non-transferrable by
         Optionee, except in the event of Optionee's death as provided in
         Section 4(c) above, and during Optionee's lifetime this Option is
         exercisable only by the Optionee. The Optionee shall have no rights as
         a stockholder of the Company with respect to the shares of the Common
         Stock covered by the Option until payment of the purchase price and
         delivery of such shares to the Optionee as herein provided.

7.       BINDING EFFECT. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective heirs, executors,
         administrators, successors and assigns.

8.       NOTICE. Any notice or other communication with respect to this
         Agreement or the Plan, if given by the Optionee, shall be delivered or
         mailed to the Company, to the attention of the Secretary of the
         Company, 250 North Orange Avenue, Orlando, Florida 32801; telephone
         407-648-1844, facsimile 407-648-2163; or, if given by the Company,
         shall be addressed to the Optionee at:

                                    Name:
                  Street or P.O. Address:
                        City, State, Zip:
                               Telephone:

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed.

                                    SOUTHERN COMMUNITY BANCORP

                                    By: ___________________________________

                                    _______________________________________
                                                                 , Optionee


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