Exhibit 10.12
 NONQUALIFIED STOCK OPTION AWARD
PURSUANT TO THE PARK STERLING CORPORATION
2010 LONG-TERM INCENTIVE PLAN
 
  A.
    
    Grant Date: .B.
    
    Type of Option: Nonqualified Stock Option.C.
    
    Plan under which granted: Park Sterling Corporation 2010 Long-Term Incentive Plan.D.
    
    Option Shares: All or any part of  shares of the Companys
non-voting common stock (the Common Stock), subject to adjustment as provided in the
attached Terms and Conditions.E.
    
    Exercise Price: $ per share, subject to adjustment as provided in the
attached Terms and Conditions. The Exercise Price is, in the judgment of the Committee,
not less than 100% of the Fair Market Value of a share of Common Stock on the Grant
Date.F.
    
    Option Period: The Option may be exercised only during the Option Period which
commences on the Grant Date and ends, generally, on the earlier of (a) the 
anniversary of the Grant Date; or (b) the earliest of (i) three (3) months following
the date the Optionees Separation from Service from the Company (including any
Affiliate) for any reason other than the Optionees death or Disability, or (ii) one
(1) year following the date the Optionees Separation from Service from the Company
(including any Affiliate) due to death or Disability. Note that other limitations to
exercising the Option, as described in the attached Terms and Conditions, may apply.G.
    
    Vesting Schedule: The Option may be exercised only to the extent of Vested
Option Shares (as defined in Schedule 1). Option Shares shall become vested in
accordance with Schedule 1 hereto (the Vesting Schedule). Any portion of the
Option which is not vested at the time of Optionees Separation from Service shall be
forfeited to the Company.
  PARK STERLING CORPORATION:
    
    OPTIONEE:By:Title:




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TERMS AND CONDITIONS
TO THE
NONQUALIFIED STOCK OPTION AWARD
PURSUANT TO THE PARK STERLING CORPORATION
2010 LONG-TERM INCENTIVE PLAN
 Exercise of Option
 Exhibit 1
 multiplied by
    Withholding
 Purchase Price




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Rights as Shareholder
 Restriction on Transfer of Option
 General Restrictions
 Certain Permitted Transfers of Options provided provided further
 Changes in Capitalization
    2




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Special Limitation on Exercise
 Lock-up Agreement
  3




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Legend on Stock Certificates
 transfer is restricted
 The shares evidenced by this certificate have been issued pursuant to an exemption
from registration under the Securities Act of 1933, as amended (the Securities Act) and
applicable state securities laws and as such may only be sold or otherwise transferred: (1)
pursuant to registration or an exemption from registration under the Securities Act, including
but not limited to Rule 144 thereunder, and the securities laws of any applicable state or
other jurisdiction; or (2) if, in the opinion of counsel, in form and substance satisfactory
to the issuer, such transfer is exempt from registration or is otherwise in compliance with
applicable federal and state securities laws.
 The securities evidenced by this certificate are subject to restrictions on transfer
which also apply to the transferee as set forth in a Nonqualified Stock Option Award, dated
, a copy of which is available from the Company.
 Governing Laws
 Successors
 Notice
 Severability
  4




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Entire Agreement
 Violation
 Headings and Capitalized Terms
 Specific Performance
 No Right to Continued Service
 Definitions
  5




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EXHIBIT 1
 NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
PARK STERLING CORPORATION
 NameAddressDate
 
 Re:
    
    Exercise of Nonqualified Stock Option
  
  o
    
    by delivery of cash or a certified (or bank cashiers) check for
$ for the full purchase price payable to the order of Park
Sterling Corporation.o
    
    by having a number of Option Shares withheld, the Fair Market Value
of which as of the date of exercise is sufficient to satisfy the
Exercise Price; I understand that as a result of this election, I
will be deemed to have elected to receive a taxable payment of cash
equal to the excess of the Fair Market Value of the number of shares
of Common Stock withheld to pay the Purchase Price (less any payment
I make by check) over the portion of the purchase price attributable
to the shares withheld, which amount shall be used to pay the
purchase price, in exchange for a cancellation of the portion of the
vested Option attributable to the number of shares of Common Stock
the Company has withheld to satisfy the purchase price;o
    
    by delivery of the purchase price by , a
broker, dealer or other creditor as defined by Regulation T issued
by the Board of Governors of the Federal Reserve System. I hereby
authorize the Company to issue a stock certificate for the number of
 shares indicated above in the name of said broker, dealer or other
creditor or its nominee pursuant to instructions received by the
Company and to deliver said stock certificate directly to that
broker, dealer or other creditor (or to such other party specified in
the instructions received by the Company from the broker, dealer or
other creditor) upon receipt of the purchase price. Note: This
choice is available only if and when the Common Stock becomes traded
by brokers; oro
    
    by delivery of shares of Common Stock that I own and that are
represented by a stock certificate I will surrender to the Company
with my endorsement. If the number of shares of Common Stock
represented by such stock certificate exceed the number to be applied against the purchase
price, I understand that a new stock certificate will be issued to me reflecting the excess
number of shares.
  Exhibit 1  Page 1 of 3




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Exhibit 1  Page 2 of 3




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Very truly yours,AGREED TO AND ACCEPTED:PARK STERLING CORPORATION
 By:
    
    
    
    Date:Title:
 Number of Shares Exercised:
    
    
    
    Number of Shares Remaining:
  Exhibit 1  Page 3 of 3




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SCHEDULE 1
VESTING SCHEDULE
NONQUALIFIED STOCK OPTION AWARD
ISSUED PURSUANT TO THE
PARK STERLING CORPORATION
2010 LONG-TERM INCENTIVE PLAN
 A.
    
    Vested Option Shares means only that percentage of the number of Option Shares subject to
the Option as to which the Option becomes exercisable if the Optionee continues, at all times,
as director of the Company and/or an Affiliate from the Grant Date to the applicable
anniversary of the Grant Date below.
 Percentage of Option SharesVesting Date
    
    which are Vested Option Shares
 B.
    
    The Optionee shall continue to have the opportunity to vest in Option Shares so long as the
Optionee remains in the continuous service of the Company and its Affiliates without incurring
a Separation from Service.
   Schedule 1  Page 1 of 1