HCSB FINANCIAL CORPORATION


2016 EQUITY INCENTIVE PLAN


 


Restricted
Stock Award Grant Notice


 


	Participant Name:	_________
	Company:	HCSB Financial Corporation
	Notice: 	A summary of the terms of your grant of Restricted Shares is set out in this notice (the “Grant Notice”) but subject always to the terms of the HCSB Financial Corporation 2016 Equity Incentive Plan (the “Plan”) and the Restricted Stock Award Agreement (the “Award Agreement”).  In the event of any inconsistency between the terms of this Grant Notice, the terms of the Plan and the Award Agreement, the terms of the Plan and the Award Agreement shall prevail.
	Type of Award: 	Restricted Stock Award
	Stock:	Shares of voting common stock, par value $0.01 per share, of the Company 
	Number of Shares 

of Stock Subject 

to Grant: 	_________ shares
	Grant Date:	_________
	Vesting Schedule:   	Restricted Shares granted will vest (i.e., restrictions shall lapse) in accordance with the following schedule, provided that you have provided continuous employment to the Company or any Participating Employer through each such vesting date:


 


	 	Date	No. of Shares	 
	 	_________	_________	 
	 	_________	_________	 
	 	_________	_________	 
	 	_________	_________	 
	 	_________	_________	 


 






    	 



     

    

 


	 	In the event of a Change of Control, all unvested Restricted Shares will automatically vest in full immediately prior to the consummation of the Change of Control.
	Acceptance: 	You acknowledge receipt of, and understand and agree to, this Grant Notice, the Award Agreement and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Award Agreement and the Plan set forth the entire understanding between you and the Company or any Participating Employer regarding the Restricted Shares and supersede all prior oral and written Award Agreements on the subject.


 


[Signatures appear on the following
page.]


 






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IN WITNESS WHEREOF, the Company
and the Participant have duly executed and delivered this Grant Notice as of the Grant Date.


HCSB FINANCIAL CORPORATIONPARTICIPANT



	By: ________________________________	_____________________________
	Print Name: _________________________	[Name]
	Title: ______________________________	Address: _____________________
	 	____________________________
	 	____________________________


Attachments:


		1.	Restricted Stock Award Agreement



		2.	2016 Equity Incentive Plan







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HCSB
FINANCIAL CORPORATION


Restricted Stock Award Agreement


Pursuant to the
Restricted Stock Grant Notice (the “Grant Notice”) and this Restricted Stock Award Agreement (this “Award
Agreement”), HCSB Financial Corporation (the “Company”) has granted the Participant, as identified
in the Grant Notice, the number of restricted shares of the Company’s Common Stock under the Company’s 2016 Equity
Incentive Plan (the “Plan”) indicated in the Grant Notice (the “Restricted Shares”). Capitalized
terms not defined in this Award Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the
Plan or the Grant Notice, respectively.


1.                 
Restrictions and Vesting Schedule. The Restricted Shares are being awarded to Participant
subject to the transfer and forfeiture conditions set forth in this Award Agreement and the Plan (the “Restrictions”).
Subject to the provisions of Section 2 below, the Restricted Shares will vest, and Restrictions shall lapse, as provided in the
Participant’s Grant Notice. The period from the Date of Grant through the last Vesting Date set forth in the Grant Notice
is referred to as the “Restriction Period.” Except to the extent vesting accelerates pursuant to the terms of
the Grant Notice or Section 2 below, any unvested Restricted Shares shall be automatically forfeited upon Participant’s Termination
from Service. 


2.                 
Acceleration of Vesting upon a Change in Control. In the event of a Change of Control,
all unvested Restricted Shares will automatically vest in full immediately prior to the consummation of the Change of Control.


3.                 
Assignment or Transfer of Shares. Unless otherwise provided by the Board, prior to
the vesting of the Restricted Shares, Participant may not directly or indirectly, by operation of law or otherwise, voluntarily
or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions.
The Restricted Shares shall be forfeited if Participant violates or attempts to violate these transfer Restrictions. After any
Stock has been released from the Restrictions, Participant shall not directly or indirectly, by operation of law or otherwise,
voluntarily or involuntarily, sell, assign, pledge, encumber, charge or otherwise transfer any interest in the Stock except in
compliance with the provisions herein and the provisions of applicable securities laws.


4.                 
Delivery of Shares. The Company shall enter such Award of Restricted Stock in book
entry form with appropriate restrictions noted with respect thereto.


5.                 
Rights of Participant. Subject to the provisions of this Award Agreement, Participant
shall exercise all rights and privileges of a shareholder of the Company with respect to the Restricted Shares deposited pursuant
to Section 4. Participant shall be deemed to be the holder for purposes of receiving any dividends that may be paid with respect
to such shares of Stock and for the purpose of exercising any voting rights relating to such shares of Stock, even if some or all
of such shares of Stock have not yet vested and been released from the Restrictions.


6.                 
Restrictive Legends. The Company’s book entry notations representing the Stock
shall have been noted with a legend in substantially the following form:


“THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH RESTRICTED STOCK AWARD IS VOID WITHOUT THE PRIOR
EXPRESS WRITTEN CONSENT OF THE COMPANY.”






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The Company shall
remove or cause the removal of the foregoing legend as and to the extent of the lapse of the applicable Restrictions.


7.                 
Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes
as ordinary income the difference between the amounts paid for the Stock and the fair market value of the Stock as of the date
any Restrictions on the Stock lapse. Participant understands that Participant may elect to be taxed at the time the Restricted
Shares are granted rather than when and as the Restrictions lapse, by filing an election under Section 83(b) (“83(b) Election”)
of the Code with the Internal Revenue Service within 30 days from the Date of Grant. Even if the fair market value of the Restricted
Shares at the time of the Grant equals the amount paid for the Stock, if any, the 83(b) Election must be made to avoid income under
Section 83(a) in the future. Participant understands that failure to file such an 83(b) Election in a timely manner may result
in adverse tax consequences for Participant. Participant further understands that an additional copy of such 83(b) Election is
required to be filed with his or her federal income tax return for the calendar year in which the Grant Date in connection with
this Award Agreement falls. Participant further acknowledges and understands that it is Participant’s decision as to whether
to file such 83(b) Election, and neither the Company nor the Company’s legal or financial advisors shall have any obligation
or responsibility with respect to such filing. Participant acknowledges that the foregoing is only a summary of the effect
of United States federal income taxation with respect to purchase of the Stock hereunder, and does not purport to be complete.
Participant further acknowledges that the Company has directed Participant to seek independent advice regarding the applicable
provisions of the Code, the income tax laws of any municipality, state or foreign country in which Participant may reside, and
the tax consequences of Participant’s death. Participant assumes all responsibility for filing an 83(b) Election and paying
all taxes resulting from such election or the lapse of the Restrictions on the Stock. 


8.                 
Refusal to Transfer. The Company shall not be required to transfer on its books any
shares of Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Award
Agreement. 


9.                 
No Employment Rights. This Award Agreement is not an employment contract and nothing
in this Award Agreement shall confer upon the Participant any right to continued employment with or service to the Company or any
Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate
the employment or service of the Participant at any time.


10.             
Governing Plan Document. The Restricted Shares granted hereunder are subject to all
the provisions of the Plan, the provisions of which are hereby incorporated by reference herein, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.
Capitalized terms used herein and not defined shall have the meanings assigned in the Plan. In the event of any conflict between
the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.


11.             
Adjustments. The Restricted Shares shall be subject to adjustments as provided in Sections
4, 9, 10, 11 and 14 of the Plan.






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12.             
Acknowledgements. No waiver of any breach of any provision of this Award Agreement
by the Company shall be construed to be a waiver of any succeeding breach or as a modification of such provision. 


13.             
Miscellaneous. 


(a)               
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the
party to be notified; (c) five business days after deposit in the United States Mail postage prepared by certified or registered
mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout,
or otherwise (in which case notice, request, waiver or other communication shall be effectively given upon receipt) and address
to the party to be notified as set forth above; or (d) two business days after deposit with a national recognized overnight
delivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed.
A party may change its notice address by giving the other party ten days’ written of the new address in the manner set forth
above. 


(b)              
Successors and Assigns. This Award Agreement shall inure to the benefit of the successors
and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Participant, Participant’s
successors, and assigns. 


(c)               
Governing Law. This Award Agreement shall be governed by and construed in accordance with
the laws of the State of South Carolina, without reference to principles of conflict of laws. 


(d)              
Entire Award Agreement; Amendment. This Award Agreement, along with the Grant Notice and the
Plan constitute the entire Award Agreement between the parties with respect to the subject matter hereof and supersedes and merges
all prior agreements or understandings, whether written or oral. This Award Agreement may only be amended as described in Section
11 of the Plan.


 






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ATTACHMENT A


ELECTION UNDER SECTION 83(B)


OF THE INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer
hereby elects, pursuant to §83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative
minimum tax income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection
with taxpayer’s receipt of the property described below:


 


	1.	The taxpayer’s name, address and taxpayer identification number are as follows:
	 	 
	 	Name:
	 	Address:
	 	 
	 	SS# 
	 	 
	2.	Description of property with respect to which the election is being made:
	 	 
	 	_________ shares of Common Stock of HCSB Financial Corporation, a South Carolina corporation (the “Company”), granted pursuant to a Restricted Stock Award under the Company’s Equity Incentive Plan. 
	 	 
	3.	The date on which the property was transferred is.
	 	 
	 	The taxable year for which the election is made is calendar year      . 
	 	 
	4.	The property is subject to the following restrictions:
	 	 
	 	The Restricted Shares are subject to a vesting schedule pursuant to which restrictions on transfer will lapse.
	 	 
	5.	The fair market value at time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of such property is $_________.
	 	 
	6.	Furnishing statement to employer:
	 	 
	 	A copy of this statement has been furnished to the Company.


 


 



	Dated:  	 	 	 
	 	 	 	Taxpayer:  


 






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