EX-10.1




 Exhibit 10.1 

NATIONAL COMMERCE CORPORATION 

2011 EQUITY INCENTIVE PLAN 

(As Amended and Restated on July 17, 2014) 
  

	1.	Establishment, Purpose and Types of Awards 

 National Commerce Corporation, a
Delaware corporation (the “Company”), has established the NATIONAL COMMERCE CORPORATION 2011 EQUITY INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and
profitability of the Company by (i) providing key people with incentives to improve shareholder value and to contribute to the growth and financial success of the Company through their future services and (ii) enabling the Company to
attract, retain and reward the best-available persons. 
 The Plan permits the granting of stock options (including incentive stock options
qualifying under Code section 422 and nonstatutory stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards or any combination of the foregoing. 

 

	2.	Definitions 

 Under the Plan, except where the context otherwise indicates, the following
definitions apply: 
 (a) “Administrator” means the Board or the committee(s) or officer(s) appointed by the Board
that have authority to administer the Plan as provided in Section 3 hereof. 
 (b) “Affiliate” means any
entity, whether now or hereafter existing, that controls, is controlled by or is under common control with the Company (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose,
“control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity. 

(c) “Award” means any stock option, stock appreciation right, stock award, phantom stock award, performance award or
other stock-based award. 
 (d) “Board” means the Board of Directors of the Company. 

(e) “Change in Control” means: (i) the acquisition (other than from the Company) in one or more transactions by
any Person, as defined in this Section 2(e), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the
securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of
a sale or other conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange, consolidation or other business combination involving the Company, if, immediately after such
transaction, persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior
to such transaction, held the Company Voting Stock; provided, however, that a Change in Control shall not include (x) any 








 
consolidation or merger effected exclusively to change the domicile of the Company or (y) any transaction or series of transactions principally for bona fide equity financing purposes in
which cash is received by the Company or indebtedness of the Company is cancelled or converted or a combination thereof; provided, further, that for purposes of any Award or subplan that constitutes a “nonqualified deferred
compensation plan,” within the meaning of Code section 409A, the Administrator, in its discretion, may specify a different definition of Change in Control in order to comply with the provisions of Code section 409A. 

For purposes of this Section 2(e), a “Person” means any individual, entity or group within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Company and by entities controlled by the Company or an underwriter of the Common Stock in a
registered public offering. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder. 
 (g) “Common Stock” means shares of common stock of the Company, par value of $1.00 per
share. 
 (h) “Fair Market Value” means, with respect to a share of the Company’s Common Stock for any purpose
on a particular date, the value determined by the Administrator in good faith in accordance with Code section 409A (such that any Award granted hereunder will not be considered deferred compensation subject to Code section 409A) and, for purposes of
granting incentive stock options, in accordance with Code section 422. However, if the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or
market, “Fair Market Value” means, as applicable, (i) either the closing price or the average of the high and low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the New
York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market; (ii) the last sale price on the relevant date quoted on the Nasdaq Capital Market; (iii) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s discretion; or (iv) if the Common Stock is not quoted
by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Common Stock, or by such other source, selected by the Administrator. If no public trading of the Common Stock
occurs on the relevant date but the shares are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock does occur. For all purposes under the Plan, the term “relevant
date” as used in this Section 2(h) means either the date as of which Fair Market Value is to be determined or the next preceding date on which public trading of the Common Stock occurs, as determined in the Administrator’s
discretion. 
 (i) “Grant Agreement” means a written document memorializing the terms and conditions of an Award
granted pursuant to the Plan, which shall incorporate the terms of the Plan. 
  

	3.	Administration 

 (a) Administration of the Plan. The Plan shall be administered by
the Board or by such committee or committees as may be appointed by the Board from time to time. To the extent allowed by applicable state law, the Board by resolution may authorize an officer or officers to grant Awards (other than Stock Awards) to
other officers and employees of the Company and its Affiliates, and, to the extent of such authorization, such officer or officers shall be the Administrator. 

  
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 (b) Powers of the Administrator. The Administrator shall have all the powers vested in it
by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards. 

Subject to limitations that may from time to time apply under banking laws and regulations, including restrictions on “golden parachute
payments” in 12 CFR Part 359, the Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the
eligible persons to whom, and the time or times at which, Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered by or used for reference purposes for each Award;
(iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and
substitute new Awards (provided, however, that, except as provided in Section 6 or 7(d) of the Plan, any modification that would materially adversely affect any outstanding Award shall not be made without the consent of the holder
and that, with respect to Awards subject to Code section 409A, any modifications shall conform to the requirements of Code section 409A and any guidance and regulations issued thereunder); (vi) accelerate or otherwise change the time in which
an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any restriction or condition with respect to the
vesting or exercisability of an Award following termination of any grantee’s employment or other relationship with the Company (provided, however, that, with respect to Awards subject to Code section 409A, any acceleration shall
conform to the requirements of Code section 409A and any guidance and regulations issued thereunder); (vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid with respect to a
performance period; and (viii) for any purpose, including, but not limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with the regulatory requirements of local or foreign jurisdictions, to
establish, amend, modify, administer or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans. 

The Administrator shall have full power and authority, in its sole and absolute discretion, to administer, construe and interpret the Plan,
Grant Agreements and all other documents relevant to the Plan and Awards issued thereunder, to establish, amend, rescind and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Administrator deems necessary or advisable, and to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Administrator shall deem it
desirable to carry it into effect. 
 (c) Non-Uniform Determinations. The Administrator’s determinations under the Plan
(including, without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made
by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. 

  
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 (d) Limited Liability. To the maximum extent permitted by law, no member of the
Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. 
 (e)
Indemnification. To the maximum extent permitted by law and by the Company’s charter and bylaws, the members of the Administrator shall be indemnified by the Company in respect of all their activities under the Plan. 

(f) Effect of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all
matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its shareholders, any
participants in the Plan and any other employee, consultant or director of the Company, and their respective successors in interest. 
  

	4.	Shares Available for the Plan 

 Subject to adjustments as provided in and
Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 500,000 shares of Common Stock.1 The
Company shall reserve such number of shares of Common Stock for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised,
becomes unexercisable, is settled in cash without delivery of shares of Common Stock or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company
in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and withheld shares shall
thereafter be available for further Awards under the Plan; provided, however, that any such shares that are surrendered to or repurchased or withheld by the Company in connection with any Award or that are otherwise forfeited
after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422. 
  

	5.	Participation 

 Participation in the Plan shall be open to all employees, officers and
directors of, and other individuals providing bona fide services to or for, the Company, or of any Affiliate of the Company, as may be selected by the Administrator from time to time. The Administrator may also grant Awards to individuals in
connection with hiring, retention or otherwise, prior to the date on which the individual first performs services for the Company or an Affiliate, provided that such Awards shall not become vested or exercisable, and no shares shall be issued to
such individual, prior to the date the individual first commences performance of such services. 
  

	1 	For the sake of clarity, the reference to 500,000 shares assumes the completion of the 1-for-2 reverse stock split proposed for approval at the Company’s annual shareholder meeting to be held on or around
October 25, 2011. If for any reason such reverse stock split is not approved or consummated, then the reference shall automatically be revised to 1,000,000 shares rather than 500,000 shares. 


  
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	6.	Awards 

 The Administrator, in its sole discretion, establishes the terms of all Awards
granted under the Plan. Awards may be granted individually or in tandem with other types of Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. The
Administrator may permit or require a recipient of an Award to defer such individual’s receipt of the payment of cash or the delivery of Common Stock that would otherwise be due to such individual by virtue of the issuance of, exercise of,
payment of or lapse or waiver of restrictions respecting any Award. If any such payment deferral is required or permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals, which such rules
and procedures shall comply with Code section 409A. 
 (a) Stock Options. The Administrator may from time to time grant to eligible
participants Awards of incentive stock options as that term is defined in Code section 422 or nonstatutory stock options. Options must have an exercise price at least equal to Fair Market Value as of the date of grant. Notwithstanding anything
in this Plan or any Grant Agreement to the contrary, the following additional requirements shall apply to all incentive stock options: 
  

	 	(i)	No stock option shall be an incentive stock option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such stock option; 


 

	 	(ii)	Awards of incentive stock options shall be limited to employees of the Company or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in
Code sections 424(e) and (f), respectively, of the Company and any other individuals who are eligible to receive incentive stock options under the provisions of Code section 422; 


 

	 	(iii)	Pursuant to Code section 422(d), the aggregate fair market value (determined as of the grant date) of shares of Common Stock with respect to which an incentive stock option first becomes exercisable by an individual in
any calendar year under the Plan or any other plan of the Company (and its parent and subsidiary corporations, within the meaning of Code section 424(e) and (f), as may exist from time to time) may not exceed $100,000 or such other amount as may be
permitted from time to time under Code section 422. To the extent that such aggregate fair market value exceeds $100,000 or other applicable amount in any calendar year, such portion of the incentive stock option will be treated as a nonstatutory
stock option with respect to the amount of aggregate Fair Market Value thereof that exceeds the Code section 422(d) limit. For this purpose, incentive stock options will be taken into account in the order in which they were granted. In such case,
the Company may designate the shares of Common Stock that are to be treated as stock acquired pursuant to the exercise of the incentive stock option and the shares of Common Stock that are to be treated as stock acquired pursuant to the nonstatutory
stock Option by issuing separate certificates for such shares and identifying the certificates as such in the stock transfer records of the Company; and 


  
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	 	(iv)	If an individual owns, directly or indirectly through attribution, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its subsidiaries (within the
meaning of Code section 424(f)) on the grant date, then with respect to each grant of an incentive stock option to such individual: (A) the exercise price may not exceed 110% of the Fair Market Value of the Common Stock on the grant date, and
(B) the incentive stock option is not exercisable after the last business day prior to the fifth anniversary (rather than the tenth anniversary) of the date on which such incentive stock option is granted. 


(b) Stock Appreciation Rights. The Administrator may from time to time grant to eligible participants Awards of Stock Appreciation
Rights (“SAR”). A SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market
Value on the exercise date of one share of Common Stock over (B) the base price per share specified in the Grant Agreement, times (ii) the number of shares specified by the SAR, or portion thereof, that is exercised. The base price per
share specified in the Grant Agreement shall not be less than the Fair Market Value on the grant date. Payment by the Company of the amount receivable upon any exercise of an SAR may be made by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of the Administrator. If upon settlement of the exercise of a SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of shares shall be
determined by dividing such portion by the Fair Market Value of a share of Common Stock on the exercise date. No fractional shares shall be used for such payment, and the Administrator shall determine whether cash shall be given in lieu of such
fractional shares or whether such fractional shares shall be eliminated. 
 (c) Stock Awards. The Administrator may from time to time
grant restricted or unrestricted stock Awards to eligible participants in such amounts, on such terms and conditions and for any lawful consideration as the Administrator may determine. The consideration for a stock Award may be in the form of
services provided, or may be paid in Common Stock, in cash or in a combination of Common Stock and cash, as determined in the sole discretion of the Administrator. 

(d) Phantom Stock. The Administrator may from time to time grant Awards to eligible participants denominated in stock-equivalent units
(“phantom stock”) in such amounts and on such terms and conditions as it shall determine. Phantom stock units granted to a participant shall be credited to a bookkeeping reserve account solely for accounting purposes and
shall not require a segregation of any of the Company’s assets. An Award of phantom stock may be settled in Common Stock, in cash or in a combination of Common Stock and cash, as determined in the sole discretion of the Administrator. Except as
otherwise provided in the applicable Grant Agreement, the grantee shall not have the rights of a shareholder with respect to any shares of Common Stock represented by a phantom stock unit solely as a result of the grant of a phantom stock unit to
the grantee. 
 (e) Performance Awards. The Administrator may, in its discretion, grant performance awards that become payable on
account of attainment of one or more performance goals established by the Administrator. Performance awards may be paid by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the
Administrator. Performance goals established by the Administrator may be based on the Company’s or an Affiliate’s operating income or one or more other business criteria selected by the Administrator that apply to an individual or group of
individuals, a business unit or the Company or an Affiliate as a whole, over such performance period as the Administrator may designate. 

  
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 (f) Other Stock-Based Awards. The Administrator may from time to time grant other
stock-based awards to eligible participants in such amounts, on such terms and conditions and for any lawful consideration as the Administrator may determine. Other stock-based awards may be denominated in cash, in Common Stock or other securities,
in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into Common Stock or in any combination of the foregoing and may be paid in Common Stock or other securities, in cash or in a combination of Common Stock
or other securities and cash, all as determined in the sole discretion of the Administrator. 
  

	7.	Miscellaneous 

 (a) Withholding of Taxes. Grantees and holders of Awards shall pay
to the Company or its Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company or
its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such tax obligations is
made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation. 

(b) Loans. To the extent otherwise permitted by law, the Company or its Affiliate may make or guarantee loans to grantees to assist
grantees in exercising Awards and satisfying any withholding tax obligations. 
 (c) Transferability. Except as otherwise determined
by the Administrator, and in any event in the case of an incentive stock option or a stock appreciation right granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise than by
will or the laws of descent and distribution. Unless otherwise determined by the Administrator in accord with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or,
during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative. 
 (d) Adjustments for
Corporate Transactions and Other Events. 
 (i) Stock Dividend, Stock Split and Reverse Stock Split. In the event of a
stock dividend of, or stock split or reverse stock split affecting, the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under the Plan, as provided in Section 4 of the Plan, and
(B) the number of shares covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time at which it approves such
stock dividend, stock split or reverse stock split, that no such adjustment shall be made. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to
outstanding Awards as a result of the stock dividend, stock split or reverse stock split. 

  
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 (ii) Non-Change in Control Transactions. Except with respect to the transactions set forth
in Section 7(d)(i), in the event of any change affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any such change
that is part of a transaction resulting in a Change in Control of the Company, the Administrator, in its discretion and without the consent of the holders of the Awards, may make (A) appropriate adjustments to the maximum number and kind of
shares reserved for issuance or with respect to which Awards may be granted under the Plan, as provided in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including, but not limited to, modifying the number, kind and
price of securities subject to Awards. 
 (iii) Change in Control Transactions. In the event of any transaction resulting in a Change
in Control of the Company, outstanding stock options and other Awards that are payable in or convertible into Common Stock under the Plan will terminate upon the effective time of such Change in Control unless provision is made in connection with
the transaction for the continuation or assumption of such Awards by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination, the holders of stock options and
other Awards under the Plan will be permitted, immediately before the Change in Control, to exercise or convert all portions of such stock options or other Awards under the Plan that are then exercisable or convertible or that become exercisable or
convertible upon or prior to the effective time of the Change in Control. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, the Administrator may, in its sole discretion, take such actions as it
deems appropriate in connection with such Change in Control to provide for the acceleration of the exercisability of any or all outstanding stock options or other Awards, subject to compliance with Section 409A of the Code and any applicable
banking laws and regulations. There will be no automatic acceleration of the exercisability of any or all outstanding stock options or other Awards upon a Change in Control unless otherwise determined by the Administrator. If, immediately before the
Change in Control, no stock of the Company is readily tradeable on an established securities market or otherwise, and the vesting of an Award or Awards pursuant to this Section 7(d)(iii) would be treated as a “parachute payment” (as
defined in section 280G of the Code), then such Award or Awards shall not vest unless the requirements of the shareholder approval exemption of section 280G(b)(5) of the Code have been satisfied with respect to such Award or Awards. 

(iv) Unusual or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders of
Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable
laws, regulations or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

 (v) Adjustments to Awards. Any adjustments under this Section 7(d) shall conform to the requirements of any and all
applicable banking laws and regulations and of Code section 409A and any guidance and regulations issued thereunder. 
 (e) Substitution
of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for awards held by employees, officers, consultants or directors of entities who become or are about to become employees, officers,
consultants or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing entity with 

  
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the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity. The terms and conditions of any substitute Awards so granted may
vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they are substituted. 

(f) Other Agreements. As a condition precedent to the grant of any Award under the Plan, the exercise pursuant to such an Award or to
the delivery of certificates for shares issued pursuant to any Award, the Administrator may require the grantee or the grantee’s successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement,
stockolders’ agreement, voting trust agreement, voting agreement, right of first refusal agreement, co-sale agreement, lock-up agreement or other agreements regarding the Common Stock of the Company in such form(s) as the Administrator may
determine from time to time in its sole discretion. 
 (g) Termination, Amendment and Modification of the Plan. The Board may
terminate, amend or modify the Plan or any portion thereof at any time. Except as otherwise determined by the Board, termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of such termination. 
 (h) Non-Guarantee of Employment or Service.
Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of the Company or shall interfere in any way with the right of the Company to terminate such service at any time with or
without cause or notice and whether or not such termination results in (i) the failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the
individual’s interests under the Plan. 
 (i) Compliance with Securities Laws; Listing and Registration. If at any time the
Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the right to exercise an Award or receive shares of Common
Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under Federal, state or foreign laws.

 The Company may require that a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any share
certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of Federal, state or foreign securities laws) and furnish such information as may,
in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable Federal, state or foreign securities laws. The stock certificates for any shares of Common Stock issued pursuant
to the Plan may bear a legend restricting transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available under the Securities Act of 1933, as amended, and applicable state or foreign
securities laws. 
 (j) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor of the Company. 

  
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 (k) Governing Law. The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Alabama, without regard to its conflict of laws principles. 

(l) Effective Date; Termination Date. The Plan is effective on October 25, 2011, subject to any required regulatory approvals and
approval of the shareholders of the Company. If the shareholders of the Company fail to approve the Plan within twelve (12) months of the date on which the Board adopted the Plan, then the Plan shall be null and void, and any Award granted
hereunder shall be canceled. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan, or, if earlier, the tenth anniversary of the date the Plan is
approved by the shareholders. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the
Plan and the terms of such Awards. 
 (m) Code Section 409A. The Awards granted herein are intended to be exempt from or
otherwise comply with Code section 409A. To the extent an Award is subject to Code section 409A, the terms and conditions of the Award shall comply with Code section 409A and any guidance and regulations issued thereunder and shall be
interpreted, operated and administered accordingly. Notwithstanding any provision of the Plan or a Grant Agreement to the contrary, the Company reserves the right to amend any Award as the Company deems necessary or desirable to avoid the imposition
of taxes or penalties under Code section 409A. In any case, a recipient shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such recipient in connection with an Award (including any taxes and
penalties under Code section 409A), and neither the Company nor any of its Affiliates shall be liable for any such taxes or penalties or have any obligation to indemnify or otherwise hold such recipient harmless from any or all such taxes or
penalties. 

  
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