EX-10.4



 EXHIBIT 10.4 
 TGR FINANCIAL, INC. 
 AMENDED AND RESTATED 

OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN 

THIS AMENDED AND RESTATED OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN (the “Plan”) is made
effective as of the 25th day of September, 2012.

 WHEREAS, Panther Community Bank, N.A. n/k/a First National Bank of the Gulf Coast, a national association (the
“Bank”), adopted a Officers’ and Employees Stock Option Plan as approved by Panther Community Bank’s Shareholders and dated June 11, 2007 (the “Original Plan”), to govern the grant of options to Officers and
Employees of the Bank; which Original Plan was amended by Amended and Restated Officers’ and Employees’ Stock Option Plan dated April 29, 2011 (collectively the “Plan”), to govern the grant of options to officers and
employees; and 
 WHEREAS, the Board of Directors have resolved to amend and restate the Original Plan, as amended and restated
in accordance with the terms and conditions of the Plan; and 
 WHEREAS, the amendments to the Plan approved by the Board of
Directors are authorized under Article IX of the Original Plan: 
 WHEREAS, on September 25, 2012, TGR Financial, Inc. (the
“Company”) adopted the Plan following completion of a reorganization whereby the Bank became a wholly owned subsidiary of the Company; and 
 WHEREAS, in light of adoption by the Company of the Plan, in each appropriate place, taking context into consideration, where the term “Bank” appears in the Plan, the word “Company”
shall be substituted therefor.” 
 NOW THEREFORE, The Plan is hereby Amended and Restated in its entirety as follows:

 ARTICLE I 
 Definitions 
 As used herein, the following terms have the meanings hereinafter
set forth unless the context clearly indicates to the contrary: 
 (a) “Bank” shall mean First National Bank of the
Gulf Coast, a national association f/k/a Panther Community Bank, N.A., a national banking association. 
 (b) “Board”
or “Board of Directors” shall mean the board of directors of the Company. 







 (c) “Change of Control” shall be deemed to have occurred if an entity or person
(including a “Group”) as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, which is not a beneficial owner (as defined in Rule 13d-3 promulgated thereunder) of more than 10% of the outstanding Stock as of the date
the Company commences a banking business, becomes the beneficial owner after such date of shares of Company Stock having 50% or more of the total number of votes that may be cast for the election of directors of the Company (excluding any
transaction which results in the formation by the Bank of a bank holding company owned substantially by all of the former shareholders of the Bank). 
 (d) “Code” shall mean the Internal Revenue Code of 1986, as amended, unless otherwise specifically provided herein. 
 (e) “Company” shall mean TGR Financial, Inc., a Florida corporation. 

(f) “Employee” shall mean any individual who is employed with the Company or the Bank as an officer or employee. 

(g) “Incentive Stock Option” shall have the meaning given to it by Section 422 of the Code. 

(h) “Nonemployee Director” shall mean a member of the Board who is not an Employee. 

(i) “Nonstatutory Stock Option” shall mean any Option granted by the Bank pursuant to this Plan which is not an Incentive Stock
Option. 
 (j) “Option” shall mean an option to purchase Stock granted by the Company pursuant to the provisions of
this Plan. 
 (k) “Option Price” shall mean the purchase price of each share of Stock subject to Option, as defined in
Section 5.2 hereof. 
 (l) “Optionee” shall mean an Employee who has received an Option granted by the Company
hereunder. 
 (m) “Plan” shall mean this TGR Financial, Inc. Amended and Restated Officers’ and Employees’
Stock Option Plan. 
 (n) “Service” shall mean the tenure of an individual as an Employee of the Company or the Bank.

 (o) “Stock” shall mean the common stock of the Company, par value $1.00 per share, or, in the event that the
outstanding shares of Stock are hereafter changed into or exchanged for shares of a different class of stock or securities of the Company or some other corporation, such other stock or securities. 







 (p) “Stock Option Agreement” shall mean the agreement between the Company and the
Optionee under which the Optionee may purchase Stock pursuant to the Plan. 
 (q) “Compensation Committee” shall mean
such Board committee as may be designated by the Board to administer the Plan. 
 ARTICLE II 

The Plan 
 2.1
Name. This plan shall be known as the “TGR Financial, Inc. Amended and Restated Officers’ and Employees’ Stock Option Plan.” 
 2.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its shareholders by affording to the Employees of the Company an opportunity to acquire or increase their
proprietary interest in the Company by the grant of Options to such Employees under the terms set forth herein. By thus encouraging such Employees to become owners of Stock of the Company, the Company seeks to motivate, retain, and attract those
highly competent individuals upon whose judgment, initiative, leadership, and continued efforts the success of the Company in large measure depends. 
 2.3 Effective Date. The Plan shall become effective on the later of the (i) approval of the amendments to the Original Plan by the Company’s Board of Directors, or (ii) execution of
the Plan by the Chief Executive Officer of the Company. 
 2.4 Participants. Only Employees shall be eligible to receive
Options under the Plan. 
 ARTICLE III 
 Plan Administration 
 3.1 Compensation Committee. This Plan shall be
administered by the Compensation Committee. 
 3.2 Power of the Compensation Committee. The Compensation Committee shall
have full authority and discretion: (a) to determine, consistent with the provisions of this Plan, which of the Employees will be granted Options to purchase any shares of Stock which may be issued and sold hereunder as provided in
Section 4.1 hereof, the times at which Options shall be granted, and the number of shares of Stock covered by each Option; (b) to determine whether the Options granted pursuant to this Plan shall be Incentive Stock Options or Nonstatutory
Stock Options; (c) to construe and interpret the Plan; (d) to determine the terms and provisions of each respective Stock Option Agreement, which need not be identical; and (e) to make all other determinations and take all other
actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding upon all persons for all purposes. Unless otherwise indicated by the Compensation Committee, Options
granted pursuant to this Plan shall be Incentive Stock Options. 







 ARTICLE IV 
 Shares of Stock Subject to Plan 
 4.1 Limitations. Subject to adjustment
pursuant to the provisions of Section 4.3 hereof, the number of shares of Stock which may be issued and sold hereunder pursuant to Stock Option Agreements shall not exceed one hundred sixty thousand (160,000) shares. Shares issued pursuant
to the exercise of Options shall be issuable only from authorized and unissued shares. 
 4.2 Options Granted Under Plan.
Shares of Stock with respect to which an Option granted hereunder shall have been exercised shall not again be available for Option hereunder. If Options granted hereunder shall terminate for any reason without being wholly exercised, then the
Compensation Committee shall have the discretion to grant new Options to Optionees hereunder covering the number of shares to which such terminated Options related. 
 4.3 Stock Adjustments; Mergers and Combinations. Notwithstanding any other provision in this Plan, if the outstanding shares of Stock are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company or of any other corporation by reason of any merger, consolidation, liquidation, recapitalization, reclassification, stock split up, combination of shares, or stock dividend, the
total number of shares set forth in Section 4.1 of the Plan and Section 4.1 of the Company’s Directors’ Amended and Restated Stock Option Plan shall be proportionately and appropriately adjusted by the Compensation Committee;
provided, however, the maximum number of shares that may be issued under both the Plan and the Directors’ Amended and Restated Stock Option Plan shall not exceed 10% of the total number of the Company’s issued and outstanding shares of
common stock and preferred stock (if any), in the aggregate, calculated on a net-settlement basis. 
 4.4 Acceleration of
Option Exercise. Subject to Section 4.3, upon dissolution or liquidation of the Company, any merger or combination in which the Company is not a surviving corporation, or sale of substantially all of the assets of the Company is involved,
or upon any Change of Control, the Optionee shall have the right to exercise his Option thereafter in whole or in part notwithstanding the provisions of Section 5.3 hereof, to the extent that it shall not have been exercised. 

ARTICLE V 

Options 
 5.1
Option Grant and Agreement. Each Option granted hereunder shall be evidenced by minutes of a meeting of the Compensation Committee authorizing the same and by a written Stock Option Agreement dated as of the date of grant and executed by the
Company and the Optionee, which Stock Option Agreement shall set forth such terms and conditions as may be determined by the Compensation Committee to be consistent with the Plan and shall indicate whether the Option that it evidences is intended to
be an Incentive Stock Option or a Nonstatutory Stock Option. 







 5.2 Option Price. Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the Option Price of each share of Stock subject to Option shall be the greater of Ten and 00/100 Dollars ($10.00) or the fair market value of the Stock on the date of grant. If the Stock is publicly held and actively traded
in an established market on the date of grant, then the fair market value of the Stock on the date of grant shall be determined by the Board of Directors by any reasonable method using market quotations. If the Stock is not publicly held and
actively traded in an established market on the date of grant, then the fair market value of the Stock on the date of grant shall be determined in good faith by the Board of Directors using any reasonable method (and the book value of such shares
may be substituted for the fair market value). Notwithstanding the foregoing, at no time shall the exercise price be less than the fair market value of the shares on the date the Option is granted or the par value thereof as determined by the Board
of Directors. 
 5.3 Option Exercise. Options may be exercised in whole or in part from time to time with respect to
whole shares only, within the period permitted for the exercise thereof. Each Option shall become exercisable in the following manner: 
  

	 	(i)	During the first year after the date of grant of the Options, no portion of the Options shall be exercisable; 


 

	 	(ii)	During the second year after the date of grant of the Options, thirty-three percent (33%) of the Options shall be exercisable; 


 

	 	(iii)	During the third year after the date of grant of such Options, sixty-six percent (66%) of the Options shall be exercisable; and 


 

	 	(iv)	During the fourth and each succeeding year after the date of grant of such Options, such Options shall be exercisable as to all shares covered by such Options.


 Other than as set forth in Section 5.5 (d) and notwithstanding any other provision in this Plan, no option granted
under the Plan may be exercised more than ten (10) years after the date on which it is granted. All Options granted under the Plan will be Net-Settled Options. Upon exercise, the Company shall withhold such numbers of shares of stock then
issuable upon exercise of the Option as shall have an aggregate Fair Market Value equal to the Option Price for the shares being acquired upon exercise of the Option. In addition to the Exercise Price, the Company shall withhold from the number of
shares issued the number of shares equal to the minimum statutory withholding in effect at the time of the Exercise. The Optionee shall be responsible for any additional federal, state and local withholding or employment taxes, if any, applicable to
the taxable income of the Optionee resulting from such exercise, and any sales, transfer or similar taxes imposed with respect to the issuance or transfer of shares of stock in connection with such net-settled exercise. Options shall be exercised by
Optionee providing written notice of intent to exercise the Option with respect to a specific number of shares which shall be delivered by hand delivery, by overnight delivery, signature required or by certified U.S. Mail, return receipt requested,
to the Company’s principal office. 







 5.4 Nontransferability of Option. No Option shall be transferred by an Optionee
otherwise than by will or the laws of descent and distribution. During the lifetime of an Optionee, the Option shall be exercisable only by him or by his legal guardian or personal representative, or by an individual holding on behalf of the
Optionee a valid Durable Power of Attorney. 
 5.5 Effect of Death, Disability, Retirement, or Other Termination of
Service. 
 (a) If an Optionee’s Service shall be terminated for “cause,” as defined in Section 5.5
(b) hereof, then any Options held by the Optionee, which are vested and unexercised may be exercised within ninety (90) days from the date on which the Optionee is first notified in writing by the Bank of such termination for cause

 (b) For purposes of this Section 5.5, termination for “cause” shall mean termination for the Optionee’s
personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, violation of any law, rule, or regulation (other than traffic violations or similar offenses), violation of any agreement or order with any
bank regulatory agency, or failure by the Optionee to perform his stated duties. 
 (c) If an Optionee’s Service shall be
terminated for any reason other than for cause (as defined in Section 5.5 (b) hereof) and other than the retirement after age fifty-nine and one-half (59.5) or the disability (as defined in Section 5.5(e) hereof) or death of the
Optionee, then any Options held by such Optionee, which are vested but unexercised may be exercised within ninety (90) days of the date of such termination of Service. 
 (d) If an Optionee’s Service shall be terminated by reason of retirement from active employment with the Bank (or a Related Company) under the Bank’s retirement plan or policy, or death or
disability (as defined in Section 5.5(c) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive
provisions, or the person or persons to whom the Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case
may be, shall have the right to exercise the Optionee’s vested portion of any Options at any time during the option term as defined in the Optionee’s award agreement, subject to compliance with Code Section 409A. Notwithstanding
anything to the contrary contained in the Plan, for all Nonstatutory Stock Options (as defined in the Plan) granted after June 28, 2010 (the date on which this amended Section 5.5(d) was approved by the Board of Directors of the Bank), in
the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option or within ninety (90) days from the date of Optionee’s death, whichever is later. 

(e) For purposes of this Section 5.5, the terms “disability” and “disabled” shall have the meaning set forth in
the principal disability insurance policy or similar program then maintained by the Bank on behalf of its employees or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons
eligible to receive disability payments under the social security system of the United States. 







 (f) No transfer of an Option by the Optionee by will or by the laws of descent and
distribution shall be effective to bind the Bank unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Company may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms and conditions of such Option. 
 5.6 Rights as
Shareholder. An Optionee or a transferee of an Option shall have no rights as a shareholder with respect to any shares of Stock subject to such Option prior to the purchase of such shares by exercise of such Option as provided herein.

 5.7 Investment Intent. Upon or prior to the exercise of all or any portion of an Option, the Optionee shall furnish to
the Company in writing such information or assurances as, in the Company’s opinion, may be necessary to enable it to comply fully with the Securities Act of 1933, as amended, and the rules and regulations thereunder and any other applicable
statutes, rules, and regulations. Without limiting the foregoing, if a registration statement is not in effect under the Securities Act of 1933, as amended, with respect to the shares of Stock to be issued upon exercise of an Option, the Company
shall have the right to require, as a condition to the exercise of such Option, that the Optionee represent to the Company in writing that the shares to be received upon exercise of such Option will be acquired by the Optionee for investment and not
with a view to distribution and that the Optionee agree, in writing, that such shares will not be disposed of except pursuant to an effective registration statement, unless the Company shall have received an opinion of counsel reasonably acceptable
to it to the effect that such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended. The Company shall have the right to endorse on certificates representing shares of Stock issued upon exercise of an
Option such legends referring to the foregoing representations and restrictions or any other applicable restrictions on resale or disposition as the Company, in its discretion, shall deem appropriate. 

ARTICLE VI 

Incentive Stock Options 
 6.1 Requirements. All Incentive Stock Options granted pursuant to the terms of this Plan shall be subject to the additional limitations and restrictions as set forth in the Code and in this Article
VI. Any Option granted pursuant to this Plan which does not fulfill all of the provisions of this Article VI shall not be an Incentive Stock Option and thus shall be a Nonstatutory Stock Option. 

6.2 Grant Period. All Incentive Stock Options granted hereunder must be granted within ten (10) years from the earlier of:
(a) the date the Plan is adopted by the Board; or (b) the date the Plan is approved by the shareholders of the Company. 







 6.3 Eligibility. The Compensation Committee shall determine which Employees shall
receive Incentive Stock Options. No member of the Compensation Committee is eligible to receive Incentive Stock Options. Incentive Stock Options may not be granted to any Employee who, at the time the Incentive Stock Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company unless: (a) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the
date of its grant; and (b) the Option Price of the shares covered by such Incentive Stock Option is not less than one hundred and ten percent (110%) of the fair market value of such shares on the date that such Incentive Stock Option is
granted. 
 6.4 Special Rule Regarding Exercisability. If, for any reason, any Option granted hereunder which is intended
to be an Incentive Stock Option shall exceed the limitation on exercisability contained in the Code at any time, such Options shall nevertheless be exercisable, but: (a) any exercise of such Option shall be deemed to be an exercise of an
Incentive Stock Option first until the portion of such Option qualifying as an Incentive Stock Option shall have been exercised in full; and (b) the portion of such Option in excess of the foregoing limitation on exercisability shall be deemed
to be a Nonstatutory Stock Option. 
 ARTICLE VII 
 Nonstatutory Stock Options 
 The Compensation Committee may grant Nonstatutory
Stock Options under this Plan. Such Nonstatutory Stock Options must fulfill all of the requirements of all provisions of this Plan except for those contained in Article VI hereof. Subject to the approval and acceptance of the Compensation Committee,
any Employee who is granted a Nonstatutory Stock Option pursuant to this Plan shall be entitled to elect to surrender all or any part of such Nonstatutory Stock Option to the Company and receive, in exchange, an Incentive Stock Option covering the
same number of shares as those with respect to which the Nonstatutory Stock Option was surrendered. Any such election shall be valid and effective only upon its approval and acceptance by the Compensation Committee. 

ARTICLE VIII 

Stock Certificates 
 The Company shall not be required to issue or deliver any certificate for shares of Stock purchased upon the exercise of any Option granted hereunder or of any portion thereof, prior to fulfillment of all
of the following conditions: 
 (a) The admission of such shares to listing on all stock exchanges on which the Stock is then
listed, if any; 
 (b) The completion of any registration or other qualification of such shares under any federal or state law
or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory agency, which the Company shall in its sole discretion determine to be necessary or advisable; 







 (c) The obtaining of any approval or other clearance from any federal or state governmental
agency which the Company shall in its sole discretion determine to be necessary or advisable; and 
 (d) The lapse of such
reasonable period of time following the exercise of the Option as the Company from time to time may establish for reasons of administrative convenience. 
 ARTICLE IX 
 Termination, Amendment, and Modification of Plan 

The Board may at any time terminate, and may at any time and from time to time and in any respect amend or modify, the Plan; provided,
however, that no such action of the Board without approval of the shareholders of the Company may increase the total number of shares of Stock subject to the Plan except as contemplated in Section 4.3 hereof or alter the class of persons
eligible to receive Options under the Plan, and provided further that no termination, amendment, or modification of the Plan shall without the written consent of the Optionee of such Option adversely affect the rights of the Optionee with respect to
an Option or the unexercised portion thereof. 
 Notwithstanding any other provision of this Plan, the Company’s primary
federal bank regulator shall at any time have the right to direct the Company to require Optionees to exercise their Options or forfeit their Options if the Bank’s capital falls below the minimum requirements, as determined by such federal bank
regulator. 
 ARTICLE X 
 Miscellaneous 
 10.1 Service. Nothing in the Plan or in any Option granted
hereunder or in any Stock Option Agreement relating thereto shall confer upon any Employee the right to continue in the Service of the Company or the Bank. 
 10.2 Other Compensation Plans. The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other compensation for directors, officers, or employees of the Company. 
 10.3 Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company. 
 10.4 Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. 







 10.5 Applicable Law. This Plan shall be governed by and construed in accordance with
the laws of the State of Florida. 
 10.6 Headings, etc., No Part of Plan. Headings of Articles and Sections hereof are
inserted for convenience and reference; they constitute no part of the Plan. 
 10.7 Severability. If any provision or
provisions of this Plan shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

IN WITNESS WHEREOF, the undersigned Chief Executive Officer of the Company has signed this Plan for and on behalf of the Company.

  

			
		
		 	/s/ Gary L. Tice
		 	Gary L. Tice, Chief Executive Officer
		
		 	Dated: September 25, 2012