Directors Stock Option Plan and Amendments No. 1 through 6 thereto.



 Exhibit 10.2 

GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. 

DIRECTORS’ STOCK OPTION PLAN 

ARTICLE I 
 Definitions 

As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to the
contrary: 
 (a) “Company” shall mean Gateway Financial Holdings of Florida, Inc., a Florida corporation. 

(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, 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
or the sale by the Company of all or substantially all its assets. 
 (d) “Director” shall mean any individual who
is serving as a director of the Company or a Subsidiary. 
 (e) “Option” shall mean an option to purchase Stock
granted by the Company pursuant to the provisions of this Plan. 
 (f) “Option Price” shall mean the purchase
price of each share of Stock subject to Option, as defined in Section 5.2 hereof. 
 (g) “Optionee” shall
mean a Director who has received an Option granted by the Company hereunder. 
 (h) “Plan” shall mean this Gateway
Financial Holdings of Florida, Inc. Directors’ Stock Option Plan. 
 (i) “Service” shall mean the tenure of
an individual as a director of the Company or a Subsidiary. 
 (j) “Stock” shall mean the common stock of the
Company, par value $5.00 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. 







 (k) “Stock Option Agreement” shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase Stock pursuant to the Plan. 
 (l) “Stock Option
Committee” shall mean such Board committee as may be designated by the Board to administer the Plan. 
 (m)
“Subsidiary” shall mean any corporation or other entity which qualifies as a subsidiary of a corporation under the definition of “subsidiary corporation” contained in Section 424(f) of the Internal Revenue Code of 1986, as
amended. 
 ARTICLE II 
 The
Plan 
 2.1 Name. This plan shall be known as the “Gateway Financial Holdings of Florida, Inc. Directors’
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 Directors an opportunity to increase their proprietary interest in the Company and recognize their efforts in connection with the organization of the Company by the grant of Options to such Directors under the terms
set forth herein. 
 2.3 Effective Date. The Plan shall become effective on the later of (i) the approval of
this Plan by the holders of a majority of the outstanding shares of Stock or (ii) the commencement by a Subsidiary of banking operations. 

2.4 Participants. Only non-employee Directors of the Company or a Subsidiary
shall receive Options under the Plan. 
 ARTICLE III 

Plan Administration 

3.1 Stock Option Committee. This Plan shall be administered by the Stock Option Committee. 

3.2 Power of the Stock Option Committee. The Stock Option Committee shall have full authority and discretion:
(a) to determine, consistent with the provisions of this Plan, which of the Directors 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 construe and interpret the Plan; (c) to determine the terms and provisions of each respective Stock Option Agreement, which need not be identical;
and (d) 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.








 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 Three Hundred Fifty Four Thousand Seven Hundred Seventy (354,770) 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 Stock Option 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 shall be proportionately and appropriately adjusted by the Stock Option Committee. If the Company continues in existence, the number and kind of shares that are subject to any Option and the Option Price per share shall be
proportionately and appropriately adjusted without any change in the aggregate price to be paid therefor upon exercise of the Option. If the Company will not remain in existence or a majority of its stock will be purchased or acquired by a single
purchaser or group of purchasers acting together, then the Stock Option Committee may (i) declare that all Options shall terminate 30 days after the Stock Option Committee gives written notice to all Optionees of their immediate right to
exercise all Options then outstanding (without regard to limitations on exercise otherwise contained in the Options), or (ii) notify all Optionees that all Options granted under the Plan shall apply with appropriate adjustments as determined by
the Stock Option Committee to the securities of the successor corporation to which holders of the numbers of shares subject to such Options would have been entitled, or (iii) some combination of aspects of (i) and (ii). The determination
by the Stock Option Committee as to the terms of any of the foregoing adjustments shall be conclusive and binding. 
 4.4
Acceleration of Option Exercise. Subject to Section 4.3, 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 Stock Option 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 Stock Option Committee to be consistent with the Plan. 

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)	 On the first anniversary of the date of grant of the Options, twenty-five percent (25%) of the Options shall
be exercisable; 


  

	 	(ii)	 On the second anniversary of the date of grant of such Options, fifty percent (50%) of the Options shall be
exercisable; 


  

	 	(iii)	 On the third anniversary of the date of grant of such Options, such Options shall be exercisable only to the
extent of seventy-five percent (75%) of the shares covered by such Options; and 


  

	 	(iv)	 On the fourth anniversary of the date of grant of such Options and thereafter, such Options shall be
exercisable as to all shares covered by such Options. 


 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. Options shall be exercised by: (i) written notice of intent to exercise the Option with respect to a specific number of shares of Stock
which is delivered by hand delivery or registered or certified mail, return receipt requested, to the Company at its principal office; and (ii) payment in full (by a check or 







 
money order payable to “Gateway Financial Holdings of Florida, Inc.”) to the Company at such office of the amount of the Option Price for the number of shares of Stock with respect to
which the Option is then being exercised. In addition to and at the time of payment of the Option Price, the Optionee shall pay to the Company in cash the full amount of all federal, state, and local withholding or other 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 exercise. 

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 with the Company and its Subsidiaries shall be terminated for any reason other
than the retirement after age sixty-five (65) or the disability (as defined in Section 5.5(c) hereof) or death of the Optionee, then no Options held by such Optionee, which are unexercised in whole or in part, may be exercised on or after such
termination of Service. 


  

	 	(b)	 If an Optionee’s Service with the Company and its Subsidiaries shall be terminated by reason of
retirement after age sixty-five (65) or the 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 an 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 Options for ninety (90) days after the date of such termination (one year in the case of death or disability), and to the extent of the full
amount of the shares subject to such Options. 


  

	 	(c)	 For purposes of this Section 5.5, the terms “disability” and “disabled” shall mean
the inability of the Optionee by reason of illness or physical or mental disability to perform the director duties required of the Optionee (as determined by the Company) for a period of 90 consecutive days. 



 

	 	(d)	 No transfer of an Option by the Optionee by will or by the laws of descent and distribution shall be effective
to bind the Company and its Subsidiaries 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 
 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 VII 

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 Company 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 Company’s capital falls below the minimum requirements, as
determined by such federal Company regulator. 
 ARTICLE VIII 

Miscellaneous 

8.1 Service. Nothing in the Plan or in any Option granted hereunder or in any Stock Option Agreement relating thereto
shall confer upon any Director the right to continue in the Service of the Company or any Subsidiary. 
 8.2 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 or any Subsidiary, nor shall the Plan preclude the Company or any Subsidiary from
establishing any other forms of incentive or other compensation for directors of the Company or any Subsidiary. 
 8.3
Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company. 
 8.4
Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. 

8.5 Applicable Law. This Plan shall be governed by and construed in accordance with the laws of the State of Florida.

 8.6 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. 







 8.7 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 President and Chief Executive Officer of the Company has signed this Plan for and on
behalf of the Company. 
  

	
	 /s/ David K. Maholias

	 David K. Maholias

	 President and Chief Executive Officer

	
	 Dated: October 19, 2005










 AMENDMENT NO. 1 TO GATEWAY FINANCIAL HOLDINGS, INC. 

DIRECTORS’ STOCK OPTION PLAN 

THIS AMENDMENT NO. 1 TO THE GATEWAY FINANCIAL HOLDINGS, INC. DIRECTORS’ STOCK OPTION PLAN (the “Amendment”) is
made as of the 9th day of March, 2007. 

W I T N E S S E T H    T H A T: 

WHEREAS, the Board of Directors and the shareholders of Gateway Financial Holdings, Inc. (the “Company”) have
authorized, adopted and approved a Directors’ Stock Option Plan (the “Plan”); and 
 WHEREAS, the Company
desires to amend the Plan in certain respects. 
 NOW, THEREFORE, the Plan is hereby amended as follows: 

1. Defined Terms. All terms used in this Amendment which are defined in the Plan shall have the meanings specified in
the Plan, unless specifically defined herein. 
 2. Amendment of Section 4.1. Section 4.1 of
the Plan shall be amended to provide that, subject to adjustment pursuant to the provisions of Section 4.3 of the Plan, the number of shares of Stock which may be issued and sold under the Plan pursuant to Stock Option Agreements shall not
exceed Six Hundred Sixty Seven Thousand Six Hundred Sixty Two (667,662) shares. 
 3. Effect of Amendment. Except as
expressly modified by this Amendment, the terms, covenants, and conditions of the Plan shall remain in full force and effect. 

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its officer thereunto duly authorized, all as
of the date first above written. 
  

			
	GATEWAY FINANCIAL HOLDINGS, INC.
		
	 By:
	 	 /s/ David K. Maholias

		 	 David K. Maholias

		 	 President and Chief Executive Officer










 AMENDMENT NO. 2 TO GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. 

DIRECTORS’ STOCK OPTION PLAN 

THIS AMENDMENT NO. 2 TO THE GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. DIRECTORS’ STOCK OPTION PLAN (the
“Amendment”) is made as of the 28th day of December, 2007. 

W I T N E S S E T H    T H A T: 

WHEREAS, the Board of Directors and the shareholders of Gateway Financial Holdings of Florida, Inc. (the “Company”)
have authorized, adopted and approved a Directors’ Stock Option Plan (the “Plan”); and 
 WHEREAS, the
Company desires to amend the Plan in certain respects. 
 NOW, THEREFORE, the Plan is hereby amended as follows: 

1. Defined Terms. All terms used in this Amendment which are defined in the Plan shall have the meanings specified in
the Plan, unless specifically defined herein. 
 2. Amendment of Section 4.1. Section 4.1 of
the Plan shall be amended to provide that, subject to adjustment pursuant to the provisions of Section 4.3 of the Plan, the number of shares of Stock which may be issued and sold under the Plan pursuant to Stock Option Agreements shall not
exceed Seven Hundred Twenty Seven Thousand Six Hundred Sixty Two (727,662) shares. 
 3. Effect of Amendment. Except
as expressly modified by this Amendment, the terms, covenants, and conditions of the Plan shall remain in full force and effect. 

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its officer thereunto duly authorized, all as
of the date first above written. 
  

			
	GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC.
		
	 By:
	 	 /s/ David K. Maholias

		 	 David K. Maholias

		 	 President and Chief Executive Officer










 AMENDMENT NO.3 TO GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. 

DIRECTORS’ STOCK OPTION PLAN 

THIS AMENDMENT NO. 3 TO THE GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. DIRECTORS’ STOCK OPTION PLAN (the
“Amendment”) is made as of the 28th day of April, 2011. 

W I T N E S S E T H    T H A T: 

WHEREAS, the Board of Directors and the shareholders of Gateway Financial Holdings of Florida, Inc. (the “Company”)
have authorized, adopted and approved a Directors’ Stock Option Plan, as amended (the “Plan”); and 

WHEREAS, the Company desires to amend the Plan in certain respects. 

NOW, THEREFORE, the Plan is hereby amended as follows: 

1. Defined Terms. All terms used in this Amendment which are defined in the Plan shall have the meanings specified in
the Plan, unless specifically defined herein. 
 2. Amendment of Section 5.2. Section 5.2 of
the Plan shall be amended by deleting such provision in its entirety and inserting the following in lieu thereof: 

Section 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 the book value per share of Stock 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. 

3. Amendment of Section 5.5(a). Section 5.5(a) of the Plan shall be amended by deleting such provision in its entirety
and inserting the following in lieu thereof: 
  

	 	(a)	 If an Optionee’s Service with the Company and its Subsidiaries shall be terminated for any reason other
than the retirement after age sixty-five (65) or the disability (as defined in Section 5.5(c) hereof) or death of the Optionee, then the Optionee shall have the right to exercise the Optionee’s Options for a period of ninety (90) days
after the date of such termination of Service and only to the extent such Options were exercisable on the termination of Service. 



  
 1 








 3. Effect of Amendment. Except as expressly modified by this Amendment,
the terms, covenants, and conditions of the Plan shall remain in full force and effect. 
 IN WITNESS WHEREOF, the Company
has caused this Amendment to be duly executed by its officer thereunto duly authorized, all as of the date first above written. 
  

			
	 GATEWAY FINANCIAL HOLDINGS OF

FLORIDA, INC.

		
	 By:
	 	 /s/ David K. Maholias

		 	 David K. Maholias

		 	 President and Chief Executive Officer










 AMENDMENT NO. 4 TO GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. 

DIRECTORS’ STOCK OPTION PLAN 

THIS AMENDMENT NO. 4 TO THE GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. DIRECTORS’ STOCK OPTION PLAN (the
“Amendment”) is made effective as of the 1st day of January, 2012. 

W I T N E S S E T H    T H A T: 

WHEREAS, the Board of Directors and the shareholders of Gateway Financial Holdings of Florida, Inc. (the “Company”)
have authorized, adopted and approved a Directors’ Stock Option Plan, as amended (the “Plan”); and 

WHEREAS, the Company desires to amend the Plan in certain respects. 

NOW, THEREFORE, the Plan is hereby amended as follows: 

1. Defined Terms. All terms used in this Amendment which are defined in the Plan shall have the meanings specified in
the Plan, unless specifically defined herein. 
 2. Amendment of Section 5.5. Section 5.5 of
the Plan shall be amended by deleting such provision in its entirety and inserting the following in lieu thereof: 
 5.5
Effect of Death, Disability, Retirement or Other Termination of Service. 
  

	 	(a)	 If an Optionee’s Service with the Company and its Subsidiaries shall be terminated for any reason other
than (i) death, (ii) disability, or (iii) by the Company as a result of a Bank Subsidiary Merger ( and where the Optionee has at least two years of Service with the Company or its Subsidiaries prior to the closing of such Bank Subsidiary
Merger), 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 an Option was granted 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 Options for a period
of ninety (90) days after the date of such termination of Service and only to the extent such Options were exercisable on the termination of Service. 


  

	 	(b)	 If the Optionee’s Service with the Company and its Subsidiary shall be terminated by the Company as a
result of the merger of one or more of the subsidiary Banks of the Company with and into another subsidiary Bank of the Company (a “Bank Subsidiary Merger”) (and where the Optionee has at least two years of Service with the Company or its
Subsidiaries 










	 	 
prior to the closing of such Bank Subsidiary Merger), 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 an 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 Options for a period ending on the tenth anniversary of the date of grant of such Options (subject to Section 4.3 of the Plan) and to the extent of the full
amount of shares subject to such Options (i.e., all Options will be deemed exercisable). 


  

	 	(c)	 If an Optionee’s Service with the Company and its Subsidiaries shall be terminated by reason of the death
or disability (as defined in Section 5.5(d) 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 an 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 Options for one year and to the extent of the full amount of the shares subject to such Options (i.e., all Options will be deemed exercisable). 



 

	 	(d)	 For purposes of this Section 5.5, the terms “disability” and “disabled” shall mean
the inability of the Optionee by reason of illness or physical or mental disability to perform the director duties required of the Optionee (as determined by the Company) for a period of 90 consecutive days. 



 

	 	(e)	 No transfer of an Option by the Optionee by will or by the laws of descent and distribution shall be effective
to bind the Company and its Subsidiaries 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. 



3. Effect of Amendment. The foregoing Amendment shall be effective as of January 1, 2012 and applicable to all
Options outstanding as of that date and Options granted by the Company following that date. The foregoing Amendment is also subject to the approval by the shareholders of the Company on or before December 31, 2012. Except as expressly modified
by this Amendment, the terms, covenants, and conditions of the Plan shall remain in full force and effect. 







 IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by
its officer thereunto duly authorized, all as of the date first above written. 
  

			
	 GATEWAY FINANCIAL HOLDINGS OF

FLORIDA, INC.

		
	 By:
	 	 /s/ David K. Maholias

		 	 David K. Maholias

		 	 President and Chief Executive Officer










 AMENDMENT NO. 5 TO GATEWAY FINANCIAL HOLDINGS, INC. 

DIRECTORS’ STOCK OPTION PLAN 

THIS AMENDMENT NO. 5 TO THE GATEWAY FINANCIAL HOLDINGS, INC. DIRECTORS’ STOCK OPTION PLAN (the “Amendment”) is
made as of the 13th day of June, 2014. 

W I T N E S S E T H    T H A T: 

WHEREAS, the Board of Directors and the shareholders of Gateway Financial Holdings, Inc. (the “Company”) have
authorized, adopted and approved a Directors’ Stock Option Plan, as amended (the “Plan”); and 
 WHEREAS, the
Company desires to amend the Plan in certain respects. 
 NOW, THEREFORE, the Plan is hereby amended as follows: 

1. Defined Terms. All terms used in this Amendment which are defined in the Plan shall have the meanings specified in
the Plan, unless specifically defined herein. 
 2. Amendment of Section 5.3. Section 5.3 of
the Plan shall be amended by deleting the first sentence of the last paragraph in its entirety and inserting the following in lieu thereof: 

Notwithstanding any other provision in this Plan, no option granted under the Plan may be exercised more than fifteen
(15) years after the date on which it is granted. 
 3. Effect of Amendment. Except as expressly modified by
this Amendment, the terms, covenants, and conditions of the Plan shall remain in full force and effect. 
 IN WITNESS
WHEREOF, the Company has caused this Amendment to be duly executed by its officer thereunto duly authorized, all as of the date first above written. 
  

			
	GATEWAY FINANCIAL HOLDINGS, INC.
		
	 By:
	 	 /s/ David K. Maholias

		 	 David K. Maholias

		 	 President and Chief Executive Officer










 AMENDMENT NO. 6 TO GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. 

DIRECTORS’ STOCK OPTION PLAN 

THIS AMENDMENT NO. 6 TO THE GATEWAY FINANCIAL HOLDINGS OF FLORIDA, INC. DIRECTORS’ STOCK OPTION PLAN (the
“Amendment”) is made as of the 26th day of April, 2017 (the “Amendment Date”). 

WHEREAS, the Board of Directors and the shareholders of Gateway Financial Holdings of Florida, Inc. (the “Company”)
have authorized, adopted and approved a Directors’ Stock Option Plan, as amended (the “Plan”); and 

WHEREAS, the Company now desires to amend the Plan. 

NOW THEREFORE, the Plan is hereby amended as follows: 

 

	 	1.	 Amendment of Section 5.5(a). Section 5.5(a) of the Plan, as amended by Amendment No. 4 as of the 1st day of January 2012, is hereby deleted in its entirety and replaced with the following: 



“(a) If an Optionee’s Service with the Company and its Subsidiaries shall be terminated for any reason other than
(i) death, (ii) disability, or (iii) by the Company as a result of a Bank Subsidiary Merger (and where the Optionee has at least two years of Service with the Company or its Subsidiaries prior to the closing of such Bank Subsidiary
Merger), 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 an Option was granted 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 Options until the
earlier of (i) January 31, 2020 or (ii) the stated expiration date of each such Option.” 
  

	 	2.	 Defined Terms. Each capitalized term not otherwise defined in this Amendment shall have the definition
ascribed to such term in the Plan. 


  

	 	3.	 Effect of Amendment. The foregoing Amendment shall be effective as of the Amendment Date and applicable
to all Options outstanding as of that date and Options granted by the Company following that date. The foregoing Amendment is also subject to the approval by the shareholders of the Company. Except as expressly modified by this Amendment, the terms,
covenants, and conditions of the Plan shall remain in full force and effect. 









 IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its officer, as
of the Amendment Date. 
  

			
	 GATEWAY FINANCIAL HOLDINGS OF

FLORIDA, INC.

		
	 By:
	 	 /s/ David K. Maholias

		 	 David K. Maholias

		 	 President and Chief Executive Officer