**Exhibit 10.1**

** **

**FIRST CENTURY BANCORP.**

**AMENDED AND RESTATED**

**2003 STOCK INCENTIVE PLAN**

 

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**TABLE OF CONTENTS**

 
| ** **     | ** **                                            | **PAGE**                                           |
|----------------|-------------------------------------------------------|----------------------------------------------------|
| ** **     | ** **                                            | ** **                                         |
| SECTION 1 | DEFINITIONS                                           | 1                                                  |
| 1.1            | Definitions                                           | 1                                                  |
| SECTION 2 | THE STOCK INCENTIVE PLAN                              | 4                                                  |
| 2.1            | Purpose of the Plan                                   | 4                                                  |
| 2.2            | Stock Subject to the Plan                             | 4                                                  |
| 2.3            | Administration of the Plan                            | 5                                                  |
| 2.4            | Eligibility and Limits                                | 5                                                  |
| SECTION 3 | TERMS OF STOCK INCENTIVES                             | 6                                                  |
| 3.1            | General Terms and Conditions                          | 6                                                  |
| 3.2            | Terms and Conditions of  Options                      | 6                                                  |
|           | (a)                                                   | Option Price                                       | 7 |
|           | (b)                                                   | Option Term                                        | 7 |
|           | (c)                                                   | Payment                                            | 7 |
|           | (d)                                                   | Conditions  to the Exercise of an Option           | 7 |
|           | (e)                                                   | Termination  of Incentive Stock Option Status      | 8 |
|           | (f)                                                   | Special  Provisions for Certain Substitute Options | 8 |
| 3.3            | Treatment of Awards Upon  Termination of Service      | 8                                                  |
| SECTION 4 | RESTRICTIONS ON STOCK                                 | 8                                                  |
| 4.1            | Escrow of Shares                                      | 8                                                  |
| 4.2            | Restrictions on Transfer                              | 9                                                  |
| SECTION 5 | GENERAL PROVISIONS                                    | 9                                                  |
| 5.1            | Withholding                                           | 9                                                  |
| 5.2            | Changes in Capitalization;  Merger; Liquidation       | 9                                                  |
| 5.3            | Cash Awards                                           | 10                                                 |
| 5.4            | Compliance with Code                                  | 10                                                 |
| 5.5            | Right to Terminate Service                            | 11                                                 |
| 5.6            | Restrictions on Delivery and  Sale of Shares; Legends | 11                                                 |
| 5.7            | Non-Alienation of Benefits                            | 11                                                 |
| 5.8            | Termination and Amendment of  the Plan                | 11                                                 |
| 5.9            | Stockholder Approval                                  | 11                                                 |
| 5.10           | Choice of Law                                         | 11                                                 |
| 5.11           | Effective Date of the Plan                            | 11                                                 |
|                |                                                       |                                                    |  |  |  |  |

 

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**FIRST CENTURY BANCORP.**

**AMENDED AND RESTATED**

**2003 STOCK INCENTIVE PLAN**

 

**SECTION 1  DEFINITIONS**

 

1.1           Definitions.  Whenever used herein, the masculine pronounshall be deemed to include the feminine, and the singular to include theplural, unless the context clearly indicates otherwise, and the following capitalizedwords and phrases are used herein with the meaning thereafter ascribed:

 

(a)           “Affiliate”means

 

(1)           any Subsidiary orParent;

 

(2)           anentity that directly or through one or more intermediaries controls, iscontrolled by, or is under common control with the Company, as determined bythe Company; or

 

(3)           anyentity in which the Company has such a significant interest that the Companydetermines it should be deemed an “Affiliate,” as determined in the solediscretion of the Company.

 

(b)           “Bank” means TheNational Bank of Gainesville.

 

(c)           “Boardof Directors” means the board of directors of the Company.

 

(d)           “Cause”has the same meaning as provided in the employment agreement between theParticipant and the Company or Affiliate(s) on the date of Termination ofService, or if no such definition or employment agreement exists, “Cause” meansconduct amounting to (1) fraud or dishonesty against the Company orAffiliate(s); (2) Participant’s willful misconduct, repeated refusal tofollow the reasonable directions of the Board of Directors or knowing violationof law in the course of performance of the duties of Participant’s service withthe Company or Affiliate(s); (3) repeated absences from work without areasonable excuse; (4) repeated intoxication with alcohol or drugs whileon the Company’s or Affiliate(s)’ premises during regular business hours; (5) aconviction or plea of guilty or *nolo contendere*to a felony or a crime involving dishonesty; or (6) a breach or violationof the terms of any agreement to which Participant and the Company or Affiliate(s) areparty.

 

(e)           “Changein Control” has the same meaning as provided in the employment agreementbetween the Participant and the Company or Affiliate(s), or if no suchdefinition or employment agreement exists, “Change in Control shall mean anyone of the following events which may occur after the date the Stock Incentiveis granted:

 

(1)           theacquisition by any individual, entity or “group,” within the meaning of Section 13(d)(3) orSection 14(d)(2) of the Securities Exchange Act of 1934, as amended,(a “Person”) of beneficial ownership (within the meaning of Rule 13-d-3promulgated under the Securities Exchange Act of 1934) of voting securities ofthe Company or the Bank where such acquisition

 

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causes any such Person to own fifty percent (50%) or more of thecombined voting power of the then outstanding voting securities entitled tovote generally in the election of directors;

 

(2)           withinany twelve-month period, the persons who were directors of the Company or theBank immediately before the beginning of such twelve-month period (the “IncumbentDirectors”) shall cease to constitute at least a majority of the Board ofDirectors of the Company or the Bank; provided that any director who was not adirector as of the beginning of such twelve-month period shall be deemed to bean Incumbent Director if that director were elected to the Board of Directorsof the Company or the Bank by, or on the recommendation of or with the approvalof, at least two-thirds of the directors who then qualified as IncumbentDirectors; and provided further that no director whose initial assumption ofoffice is in connection with an actual or threatened election contest relatingto the election of directors shall be deemed to be an Incumbent Director;

 

(3)           areorganization, merger or consolidation, with respect to which persons who werethe stockholders of the Company or the Bank immediately prior to suchreorganization, merger or consolidation do not, immediately thereafter, ownmore than fifty percent (50%) of the combined voting power entitled to vote inthe election of directors of the reorganized, merged or consolidated company’sthen outstanding voting securities; or

 

(4)           thesale, transfer or assignment of all or substantially all of the assets of theCompany or the Bank to any third party.

 

(f)            “Code” meansthe Internal Revenue Code of 1986, as amended.

 

(g)           “Committee”means the committee appointed by the Board of Directors to administer the Planpursuant to Plan Section 2.3.  Ifthe Committee has not been appointed, the Board of Directors in its entiretyshall constitute the Committee.

 

(h)           “Company”means First Century Bancorp.

 

(i)            “Disability”has the same meaning as provided in the long-term disability plan or policymaintained or, if applicable, most recently maintained, by the Company or anAffiliate for the Participant.  If nolong-term disability plan or policy was ever maintained on behalf of theParticipant or, if the determination of Disability relates to an IncentiveStock Option, Disability shall mean that condition described in Code Section 22(e)(3),as amended from time to time.  In theevent of a dispute, the determination of Disability shall be made by the Boardof Directors and shall be supported by advice of a physician competent in thearea to which such Disability relates.

 

(j)            “Disposition”means any conveyance, sale, transfer, assignment, pledge or hypothecation,whether outright or as security, inter vivos or testamentary, with or withoutconsideration, voluntary or involuntary.

 

(k)           “ExchangeAct” means the Securities Exchange Act of 1934, as amended.

 

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(l)            “FairMarket Value” with regard to a date means:

 

(1)           ifthe Stock is then readily tradable on an established securities market (asdefined in Section 1.897-1(m) of the Treasury Regulations), theclosing sales price of the Stock on the trading day immediately preceding suchdate on the securities exchange having the greatest volume of trading in theStock during the thirty (30) day period preceding the day the value is to bedetermined or, if such exchange was not open for trading on such date, the nextpreceding date on which it was open; or

 

(2)           ifthe Stock is not then readily tradable on an established securities market (asdefined in Section 1.897-1(m) of the Treasury Regulations), then (A) withrespect to the grant of a Nonqualified Stock Option, as of any date, the fairmarket value of a share of Stock determined by the Committee by the reasonableapplication of a reasonable valuation method in compliance with Section 409Aof the Code and Section 1.409A-1(b)(5)(iv) of the TreasuryRegulations; and (B) with respect to the grant of an Incentive StockOption, the fair market value of a share of Stock determined in good faith bythe Committee in any reasonable manner, in compliance with Section 422 ofthe Code and Section 1.422-2(e) of the Treasury Regulations.

 

(m)          “IncentiveStock Option” means an incentive stock option, as defined in Code Section 422,described in Plan Section 3.2.

 

(n)           “NonqualifiedStock Option” means a stock option, other than an option qualifying as anIncentive Stock Option, described in Plan Section 3.2.

 

(o)           “Option”means a Nonqualified Stock Option or an Incentive Stock Option.

 

(p)           “Over10% Owner” means an individual who at the time an Incentive Stock Option isgranted owns Stock possessing more than ten percent (10%) of the total combinedvoting power of the Company or one of its Parents or Subsidiaries, determinedby applying the attribution rules of Code Section 424(d).

 

(q)           “Parent”means any corporation (other than the Company) in an unbroken chain ofcorporations ending with the Company if, with respect to Incentive Stock Options,at the time of granting of the Incentive Stock Option, each of the corporationsother than the Company owns stock possessing fifty percent (50%) or more of thetotal combined voting power of all classes of stock in one of the othercorporations in the chain.

 

(r)            “Participant”means an individual who receives a Stock Incentive hereunder.

 

(s)           “Plan”means the First Century Bancorp. Amended and Restated 2003 Stock IncentivePlan.

 

(t)            “Stock”means the Company’s no par value common stock.

 

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(u)           “StockIncentive Agreement” means an agreement between the Company and aParticipant or other documentation evidencing an award of a Stock Incentive.

 

(v)           “StockIncentive” means, collectively, Incentive Stock Options and NonqualifiedStock Options.

 

(w)          “Subsidiary”means any corporation (other than the Company) in an unbroken chain ofcorporations beginning with the Company if, with respect to Incentive StockOptions, at the time of the granting of the Incentive Stock Option, each of thecorporations other than the last corporation in the unbroken chain owns stockpossessing fifty percent (50%) or more of the total combined voting power ofall classes of stock in one of the other corporations in the chain.  A “Subsidiary” shall include any entity otherthan a corporation to the extent permissible under Section 424(f) ofthe Code or the Treasury Regulations or rulings thereunder.

 

(x)            “Terminationof Service” means the termination of the service relationship, whether employmentor otherwise, between a Participant and the Company and any Affiliates,regardless of the fact that severance or similar payments are made to theParticipant for any reason, including, but not by way of limitation, atermination by resignation, discharge, death, Disability or retirement.  The Committee shall, in its absolutediscretion, determine the effect of all matters and questions relating to aTermination of Service, including, but not by way of limitation, the questionof whether a leave of absence constitutes a Termination of Service, or whethera Termination of Service is for Cause.

 

(y)           “TreasuryRegulations” means regulations promulgated by the United States Department ofTreasury pursuant to the Code, as amended, including proposed or temporaryregulations as applicable.

 

**SECTION 2  THE STOCK INCENTIVE PLAN**

 

2.1           Purposeof the Plan.  The Plan is intended to(a) provide incentives to officers, employees and directors of the Companyand its Affiliates to stimulate their efforts toward the continued success ofthe Company and to operate and manage the business in a manner that willprovide for the long-term growth and profitability of the Company; (b) encouragestock ownership by officers, employees and directors by providing them with ameans to acquire a proprietary interest in the Company by acquiring shares ofStock; and (c) provide a means of obtaining and rewarding key personnel.

 

2.2           StockSubject to the Plan.  Subject toadjustment in accordance with Section 5.2, 750,000 shares of Stock (the “MaximumPlan Shares”) are hereby reserved exclusively for issuance upon exercise orpayment pursuant to Stock Incentives.  Atsuch times as the Company is subject to Section 16 of the Exchange Act, atno time shall the Company have outstanding Stock Incentives subject to Section 16of the Exchange Act and shares of Stock issued in respect of Stock Incentivesin excess of the Maximum Plan Shares. The shares of Stock attributable to the nonvested, unpaid, unexercised,unconverted or otherwise unsettled portion of any Stock Incentive that isforfeited or cancelled or expires or terminates for any reason without becomingvested, paid, exercised, converted or otherwise settled in full will again beavailable for purposes of the Plan.

 

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2.3           Administrationof the Plan.  The Plan shall beadministered by the Committee.   TheCommittee shall consist of at least two members of the Board of Directors.  During those periods that the Company issubject to the provisions of Section 16 of the Exchange Act, the Board ofDirectors shall consider whether each Committee member should qualify as an “outsidedirector” as defined in Section 1.162-27(e) of the TreasuryRegulations and a “non-employee director” as defined in Rule 16b(3)(b)(3) aspromulgated under the Exchange Act.  TheCommittee shall have full authority in its discretion to determine theofficers, employees and directors of the Company or its Affiliates to whomStock Incentives shall be granted and the terms and provisions of StockIncentives subject to the Plan.  Subjectto the provisions of the Plan, the Committee shall have full and conclusiveauthority to interpret the Plan; to prescribe, amend and rescind rules andregulations relating to the Plan; to determine the terms and provisions of therespective Stock Incentive Agreements and to make all other determinationsnecessary or advisable for the proper administration of the Plan.  The Committee’s determinations under the Planneed not be uniform and may be made by it selectively among persons whoreceive, or are eligible to receive, awards under the Plan (whether or not suchpersons are similarly situated).  TheCommittee’s decisions shall be final and binding on all Participants.  Each member of the Committee shall serve atthe discretion of the Board of Directors and the Board of Directors may fromtime to time remove members from or add members to the Committee.  Vacancies on the Committee shall be filled bythe Board of Directors.

 

The Committee shall select one of its members as chairman and shallhold meetings at the times and in the places as it may deem advisable.  Acts approved by a majority of the Committeein a meeting at which a quorum is present, or acts reduced to or approved inwriting by a majority of the members of the Committee, shall be the valid actsof the Committee.

 

2.4           Eligibility andLimits.  Stock Incentives may begranted only to officers, employees and directors of the Company or anyAffiliate; provided, however, that an Incentive Stock Option may only begranted to an employee of the Company or any Subsidiary.  In the case of Incentive Stock Options, theaggregate Fair Market Value (determined as of the date an Incentive StockOption is granted) of stock with respect to which stock options intended tomeet the requirements of Code Section 422 become exercisable for the firsttime by an individual during any calendar year under all plans of the Companyand its Parents and Subsidiaries shall not exceed $100,000; provided further,that if the limitation is exceeded, the Incentive Stock Option(s) whichcause the limitation to be exceeded shall be treated as Nonqualified StockOption(s).   During such periods asrequired by Code Section 162(m) of the Code and the regulationsthereunder for compensation to be treated as qualified performance-basedcompensation, the maximum number of shares of Stock with respect to whichOptions may be granted during any calendar year to an employee may not exceed25,000, subject to adjustment in accordance with Section 5.2.  If, after grant, the exercise price of anOption is reduced, the transaction shall be treated as the cancellation of theOption and the grant of a new Option.  Ifan Option is deemed to be cancelled as described in the preceding sentence, theOption that is deemed to be cancelled and the Option that is deemed to begranted shall both be counted against the Maximum Plan Shares and the maximumnumber of shares for which Options may be granted to an employee during anycalendar year.

 

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**SECTION 3  TERMSOF STOCK INCENTIVES**

 

3.1           GeneralTerms and Conditions.

 

(a)           The number of shares of Stock as towhich a Stock Incentive shall be granted shall be determined by the Committeein its sole discretion, subject to the provisions of Section 2.2, as tothe total number of shares available for grants under the Plan.  If a Stock Incentive Agreement so provides, aParticipant may be granted a new Option to purchase a number of shares of Stockequal to the number of previously owned shares of Stock tendered in payment ofthe Exercise Price (as defined below) for each share of Stock purchasedpursuant to the terms of the Stock Incentive Agreement.

 

(b)           Each Stock Incentive shall beevidenced by a Stock Incentive Agreement in such form and containing suchterms, conditions and restrictions as the Committee may determine isappropriate.  Each Stock IncentiveAgreement shall be subject to the terms of the Plan and any provision in aStock Incentive Agreement  that isinconsistent with the Plan shall be null and void.

 

(c)           The date a Stock Incentive is grantedshall be the date on which the Committee has approved the terms of, andsatisfaction of any conditions applicable to, the grant of the Stock Incentiveand has determined the recipient of the Stock Incentive and the number ofshares covered by the Stock Incentive and has taken all such other actionnecessary to complete the grant of the Stock Incentive.

 

(d)           The Committee may provide in anyStock Incentive Agreement (or subsequent to the award of a Stock Incentive butprior to its expiration or cancellation, as the case may be) that, in the eventof a Change in Control, the Stock Incentive shall or may be cashed out on thebasis of any price not greater than the price per share of Stock received or tobe received by other stockholders of the Company in the Change of Controltransaction, as determined by the Committee, or, if the Committee in its solediscretion deems it to be appropriate, the Fair Market Value of a share ofStock as of the date of the Change of Control; provided, however, that, in thecase of Incentive Stock Options, then unless the Committee determinesotherwise, the price will be based only on the Fair Market Value of the Stockon the date on which the Incentive Stock Options are cashed out (the “Change inControl Price”).  For purposes of thisSubsection, any Option shall be cashed out on the basis of the excess, if any,of the Change in Control Price over the Exercise Price to the extent the Optionis then exercisable in accordance with the terms of the Option and the Plan.

 

(e)           Stock Incentives shall not betransferable or assignable except by will or by the laws of descent anddistribution and shall be exercisable, during the Participant’s lifetime, onlyby the Participant; in the event of the Disability of the Participant, by thelegal representative of the Participant; or in the event of the death of theParticipant, by the personal representative of the Participant’s estate or ifno personal representative has been appointed, by the successor in interestdetermined under the Participant’s will.

 

3.2           Terms andConditions of Options.  Each Optiongranted under the Plan shall be evidenced by a Stock Incentive Agreement.  At the time any Option is granted, theCommittee shall determine whether the Option is to be an Incentive Stock Optionor a Nonqualified Stock Option, and the Option shall be clearly identified asto its status as an Incentive Stock Option or a Nonqualified Stock Option.  At the time any 

 

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Incentive Stock Option is exercised, the Company shall be entitled toplace a legend on the certificates representing the shares of Stock purchasedpursuant to the Option to clearly identify them as shares of Stock purchasedupon exercise of an Incentive Stock Option. An Incentive Stock Option may only be granted within ten (10) yearsfrom the earlier of the date the Plan is adopted by the Board of Directors orapproved by the Company’s stockholders. All Options shall provide that the primary federal regulator of theCompany or the Bank may require a Participant to exercise an Option in whole orin part if the capital of the Company or the Bank falls below minimumrequirements and shall further provide that, if the Participant fails to soexercise any such portion of the Option, that portion of the Option shall beforfeited.

 

(a)           Option Price.   Subject to adjustment in accordance with Section 5.2and the other provisions of this Section 3.2, the exercise price (the “ExercisePrice”) per share of Stock purchasable under any Option shall be as set forthin the applicable Stock Incentive Agreement. With respect to each grant of an Incentive Stock Option to a Participantwho is not an Over 10% Owner, the Exercise Price per share shall not be lessthan the Fair Market Value on the date the Option is granted.  With respect to each grant of an IncentiveStock Option to a Participant who is an Over 10% Owner, the Exercise Priceshall not be less than 110% of the Fair Market Value on the date the Option isgranted.  With respect to each grant of aNonqualified Stock Option, the Exercise Price per share shall be no less thanthe Fair Market Value.

 

(b)           Option Term.  The term of an Option shall be as specifiedin the applicable Stock Incentive Agreement; provided, however that any Optiongranted to a Participant shall not be exercisable after the expiration of ten (10) yearsafter the date the Option is granted and any Incentive Stock Option granted toan Over 10% Owner shall not be exercisable after the expiration of five (5) yearsafter the date the Option is granted.

 

(c)           Payment.  Payment for all shares of Stock purchasedpursuant to the exercise of an Option shall be made in cash or, if the StockIncentive Agreement provides, in a cashless exercise through a broker.   In its discretion, the Committee also mayauthorize (at the time an Option is granted or thereafter) Company financing toassist the Participant as to payment of the Exercise Price on such terms as maybe offered by the Committee in its discretion. Payment shall be made at the time that the Option or any part thereof isexercised, and no shares shall be issued or delivered upon exercise of anOption until full payment has been made by the Participant.  The holder of an Option, as such, shall havenone of the rights of a stockholder.

 

(d)           Conditions to the Exercise of anOption.  Each Option granted underthe Plan shall be exercisable by the Participant or any other designatedperson, at such time or times, or upon the occurrence of such event or events,and in such amounts, as the Committee shall specify in the Stock IncentiveAgreement; provided, however, that subsequent to the grant of an Option, theCommittee, at any time before complete termination of such Option, mayaccelerate the time or times at which such Option may be exercised in whole orin part, including, without limitation, upon a Change in Control and may permitthe Participant or any other designated person to exercise the Option, or anyportion thereof, for all or part of the remaining Option term notwithstandingany provision of the Stock Incentive Agreement to the contrary.  Notwithstanding the foregoing, no Optiongranted prior to the third anniversary of the date the Bank opens for businessshall contain provisions which allow the 

 

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Option to become vested and exercisable at a rate faster than in equalone-third increments commencing with the first anniversary of the Option’sgrant date.

 

(e)           Termination of Incentive StockOption Status.  With respect to anIncentive Stock Option, in the event of the Termination of Service of aParticipant, the Option or portion thereof held by the Participant which isunexercised shall expire, terminate and become unexercisable no later thanthree (3) months after the date of termination of employment; provided,however, that in the case of a holder whose termination of employment is due todeath or Disability, up to one (1) year may be substituted for such three (3) monthperiod.  For purposes of this Subsection(e), Termination of Service of the Participant shall not be deemed to haveoccurred if the Participant is employed by another corporation (or a parent orsubsidiary corporation of such other corporation) which has assumed theIncentive Stock Option of the Participant in a transaction to which Code Section 424(a) isapplicable.

 

(f)            Special Provisions for CertainSubstitute Options.  Notwithstandinganything to the contrary in this Section 3.2, any Option issued insubstitution for an option previously issued by another entity, whichsubstitution occurs in connection with a transaction to which Code Section 424(a) (withrespect to Incentive Stock Options) or Section 1.409A-1(b)(v)(D) ofthe Treasury Regulations (with respect to Nonqualified Stock Options) isapplicable, may provide for an exercise price computed in accordance with suchCode and Treasury Regulation provisions and may contain such other terms andconditions as the Committee may prescribe to cause such substitute Option tocontain as nearly as possible the same terms and conditions (including theapplicable vesting and termination provisions) as those contained in thepreviously issued option being replaced thereby.

 

3.3           Treatment of Awards Upon Termination of Service.  Except as otherwise provided by Plan Section 3.2(e),any award under this Plan to a Participant who suffers a Termination of Servicemay be cancelled, accelerated, paid or continued, as provided in the StockIncentive Agreement or, in the absence of such provision, as the Committee maydetermine.  The portion of any awardexercisable in the event of continuation or the amount of any payment due undera continued award may be adjusted by the Committee to reflect the Participant’speriod of service from the date of grant through the date of the Participant’sTermination of Service or such other factors as the Committee determines arerelevant to its decision to continue the award.

 

**SECTION 4  RESTRICTIONS ON STOCK**

 

4.1           Escrow ofShares.  Any certificates representingthe shares of Stock issued under the Plan shall be issued in the Participant’sname, but, if the Stock Incentive Agreement so provides, the shares of Stockshall be held by a custodian designated by the Committee (the “Custodian”).  Each applicable Stock Incentive Agreementproviding for transfer of shares of Stock to the Custodian shall appoint theCustodian as the attorney-in-fact for the Participant for the term specified inthe applicable Stock Incentive Agreement, with full power and authority in theParticipant’s name, place and stead to transfer, assign and convey to theCompany any shares of Stock held by the Custodian for such Participant, if theParticipant forfeits the shares under the terms of the applicable StockIncentive Agreement.  During the periodthat the Custodian holds the shares subject to this Section, the Participantshall be entitled to all rights, except as provided in the applicable StockIncentive Agreement, applicable to shares of Stock not so held.  Any dividends declared on shares of Stockheld by the Custodian shall, as the Committee may provide in the applicableStock Incentive Agreement, be paid 

 

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directly to the Participant or, in the alternative, be retained by theCustodian until the expiration of the term specified in the applicable StockIncentive Agreement and shall then be delivered, together with any proceeds,with the shares of Stock to the Participant or to the Company, as applicable.

 

4.2           Restrictions onTransfer.  The Participant shall nothave the right to make or permit to exist any Disposition of the shares ofStock issued pursuant to the Plan except as provided in the Plan or theapplicable Stock Incentive Agreement. Any Disposition of the shares of Stock issued under the Plan by theParticipant not made in accordance with the Plan or the applicable StockIncentive Agreement shall be void.  TheCompany shall not recognize, or have the duty to recognize, any Disposition notmade in accordance with the Plan and the applicable Stock Incentive Agreement,and the shares so transferred shall continue to be bound by the Plan and theapplicable Stock Incentive Agreement.

 

**SECTION 5 GENERAL PROVISIONS**

 

5.1           Withholding.  The Company shall deduct from all cash distributionsunder the Plan any taxes required to be withheld by federal, state or localgovernment.  Whenever the Companyproposes or is required to issue or transfer shares of Stock under the Plan,the Company shall have the right to require the recipient to remit to theCompany an amount sufficient to satisfy any federal, state and local taxwithholding requirements prior to the delivery of any certificate orcertificates for such shares.  AParticipant may pay the withholding obligation in cash, by tendering shares ofStock which have been owned by the holder for at least six (6) monthsprior to the date of exercise or, if the applicable Stock Incentive Agreementprovides, a Participant may elect to have the number of shares of Stock he isto receive reduced by the smallest number of whole shares of Stock which, whenmultiplied by the Fair Market Value of the shares of Stock determined as of theTax Date (defined below), is sufficient to satisfy federal, state and local, ifany, withholding obligation arising from exercise or payment of a StockIncentive (a “Withholding Election”).  AParticipant may make a Withholding Election only if both of the followingconditions are met:

 

(a)           The Withholding Election must be madeon or prior to the date on which the amount of tax required to be withheld isdetermined (the “Tax Date”) by executing and delivering to the Company aproperly completed notice of Withholding Election as prescribed by theCommittee; and

 

(b)           Any Withholding Election made will beirrevocable; however, the Committee may, in its sole discretion, disapprove andgive no effect to the Withholding Election.

 

5.2           Changes inCapitalization; Merger; Liquidation.

 

(a)           The number of shares of Stockreserved for the grant of Options, the maximum number of shares of Stock forwhich Options may be granted to any employee during any calendar year, thenumber of shares of Stock reserved for issuance upon the exercise of eachoutstanding Option, and the Exercise Price of each outstanding Option shall beproportionately adjusted for any increase or decrease in the number of issuedshares of Stock resulting from a subdivision or combination of shares or thepayment of an ordinary stock dividend in shares of Stock to holders ofoutstanding shares of Stock or any other increase or decrease in the number ofshares of Stock outstanding effected without receipt of consideration by theCompany.  Any such adjustments shall bemade in accordance with Section 1.424-1 

 

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of the Treasury Regulations (with respect to Incentive Stock Options)or Section 1.409A-1(b)(v) of the Treasury Regulations (with respectto Nonqualified Stock Options).

 

(b)           In the event of any merger,consolidation, reorganization, extraordinary dividend, spin-off, sale ofsubstantially all of the Company’s assets, other change in the capitalstructure of the Company or its Stock (including any Change in Control) ortender offer for shares of Stock, the Committee, in its sole discretion, maymake such adjustments with respect to awards and take such other action as itdeems necessary or appropriate to reflect or in anticipation of such merger,consolidation, reorganization, extraordinary dividend, spin-off, sale ofsubstantially all of the Company’s assets, other change in capital structure ortender offer, including, without limitation; the assumption of other awards,the substitution of new awards, the adjustment of outstanding awards (with orwithout the payment of any consideration), the acceleration of awards or theremoval of restrictions on outstanding awards, all as may be provided in theapplicable Stock Incentive Agreement or, if not expressly addressed therein, asthe Committee subsequently may determine in the event of any such merger,consolidation, reorganization, extraordinary dividend, spin-off, sale ofsubstantially all of the Company’s assets, other change in the capitalstructure of the Company or its Stock or tender offer for shares of Stock orthe termination of outstanding awards in exchange for the cash value, asdetermined in good faith by the Committee of the vested and/or unvested portionof the award.  The Committee’s generalauthority under this Section 5.2 is limited by and subject to all otherexpress provisions of the Plan.  Anyadjustment pursuant to this Section 5.2 may provide, in the Committee’sdiscretion, for the elimination without payment therefor of any fractionalshares that might otherwise become subject to any Stock Incentive. Any suchadjustments shall be made in accordance with Section 1.424-1 of theTreasury Regulations (with respect to Incentive Stock Options) or Section 1.409A-1(b)(v) ofthe Treasury Regulations (with respect to Nonqualified Stock Options).

 

(c)           The existence of the Plan and theStock Incentives granted pursuant to the Plan shall not affect in any way theright or power of the Company to make or authorize any adjustment,reclassification, reorganization or other change in its capital or businessstructure, any merger or consolidation of the Company, any issue of debt orequity securities having preferences or priorities as to the Stock or therights thereof, the dissolution or liquidation of the Company, any sale ortransfer of all or any part of its business or assets, or any other corporateact or proceeding.

 

5.3           Cash Awards.  The Committee may, at any time and in itsdiscretion, grant to any holder of a Stock Incentive the right to receive, atsuch times and in such amounts as determined by the Committee in itsdiscretion, a cash amount which is intended to reimburse such person for all ora portion of the federal, state and local income taxes imposed upon such personas a consequence of the receipt of the Stock Incentive or the exercise ofrights thereunder.

 

5.4           Compliance withCode.  All Incentive Stock Options tobe granted hereunder are intended to comply with Code Section 422, and allNonqualified Stock Options to be granted hereunder are intended to comply withCode Section 409A or an exemption thereto. All provisions of the Plan andall Options granted hereunder shall be construed in such a manner as toeffectuate that intent.

 

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5.5           Right toTerminate Service.  Nothing in thePlan or in any Stock Incentive Agreement shall confer upon any Participant theright to continue as an employee, director, organizer or officer of the Companyor affect the right of the Company to terminate the Participant’s services atany time.

 

5.6           Restrictions onDelivery and Sale of Shares; Legends. Each Stock Incentive is subject to the condition that if at any time theCommittee, in its discretion, shall determine that the listing, registration orqualification of the shares covered by such Stock Incentive upon any securitiesexchange or under any state or federal law is necessary or desirable as acondition of or in connection with the granting of such Stock Incentive or thepurchase or delivery of shares thereunder, the delivery of any or all sharespursuant to such Stock Incentive may be withheld unless and until such listing,registration or qualification shall have been effected.  If a registration statement is not in effectunder the Securities Act of 1933 or any applicable state securities laws withrespect to the shares of Stock purchasable or otherwise deliverable under StockIncentives then outstanding, the Committee may require, as a condition ofexercise of any Option or as a condition to any other delivery of Stockpursuant to a Stock Incentive, that the Participant or other recipient of aStock Incentive represent, in writing, that the shares received pursuant to theStock Incentive are being acquired for investment and not with a view todistribution and agree that the shares will not be disposed of except pursuantto an effective registration statement, unless the Company shall have receivedan opinion of counsel that such disposition is exempt from such requirementunder the Securities Act of 1933 and any applicable state securities laws.  The Company may include on certificatesrepresenting shares delivered pursuant to a Stock Incentive such legendsreferring to the foregoing representations or restrictions or any otherapplicable restrictions on resale as the Company, in its discretion, shall deemappropriate.

 

5.7           Non-Alienationof Benefits.  Other than asspecifically provided herein, no benefit under the Plan shall be subject in anymanner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance or charge; and any attempt to do so shall be void.  No such benefit shall, prior to receipt bythe Participant, be in any manner liable for or subject to the debts,contracts, liabilities, engagements or torts of the Participant.

 

5.8           Termination andAmendment of the Plan.  The Board ofDirectors at any time may amend or terminate the Plan without stockholderapproval; provided, however, that the Board of Directors may condition anyamendment on the approval of stockholders of the Company if such approval isnecessary or advisable with respect to tax, securities or other applicablelaws.  No such termination or amendmentwithout the consent of the holder of a Stock Incentive shall adversely affectthe rights of the Participant under such Stock Incentive.

 

5.9           StockholderApproval.   The Plan must besubmitted to the stockholders of the Company for their approval within twelve(12) months before or after the adoption of the Plan by the Board of Directors.

 

5.10         Choice of Law. The laws of the State of Georgia shall govern the Plan, to the extentnot preempted by federal law.

 

5.11         Effective Date of thePlan.  The Plan was approved by theBoard as of May 15, 2008 and will be effective as of that date.

 

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|   | FIRST CENTURY BANCORP. |
|--------|------------------------|
|   |                   |   |
|   |                   |   |
|   | By:                    | /s/ William R. Blanton |
|   |                   |   |
|   | Title:                 | Chief Executive Officer |
|        |                        |  |  |

 

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