Exhibit 10.1

TOUCHMARK BANCSHARES, INC.

2008 STOCK INCENTIVE PLAN

ARTICLE 1

GENERAL

1.1 Purpose. The Touchmark Bancshares, Inc. 2008 Stock Incentive Plan (the Plan) has been established by Touchmark Bancshares, Inc., a Georgia
corporation (the Company), to (a) attract and retain high caliber employees and directors; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation
opportunities that are competitive with those of other similar companies; and (d) further align Participants interests with those of the Companys other shareholders through compensation that is based on the Companys common
stock; and thereby promote the long-term financial interest of the Company and its affiliates, including the growth in value of the Companys equity and enhancement of long-term shareholder return.

1.2 Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible
Persons, those persons who will be granted one or more Awards under the Plan, and thereby become Participants in the Plan. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and
more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of Awards outstanding under the Plan or any other plan or arrangement of the Company or a Related Company (including a plan or arrangement
of a business or entity, all or a portion of which is acquired by the Company or a Related Company).

1.3 Definitions. For purposes of the Plan, the
terms listed below shall be defined as follows:



| | (a) | Award shall mean any award or benefit granted to any Participant under the Plan, including the grant of Options and Restricted Stock Awards.
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| | (b) | Award Agreement shall mean an agreement entered into by the Company and the applicable Participant, setting forth the terms and provisions applicable to the Award.
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| | (c) | Board shall mean the Board of Directors of the Company.
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| | (d) | Change in Control shall mean the happening of any of the following:
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(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a Person) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (a) the then-outstanding shares of Stock of the Company (the Outstanding Company Stock) or (b) the combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the



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election of directors (the Outstanding Company Voting Securities); provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control: (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company, or, (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this Section 1.3(d); or

(ii) The individuals who, as of the date this Plan is approved by the Board, are members of the Board (the Incumbent Board), cease for any
reason to constitute at least a majority of the Board; provided, however, that, if the election, or nomination for election by the Companys stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of this Plan, be considered and defined as a member of the Incumbent Board; and provided further, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened Election Contest (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a Proxy Contest), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation
(a Business Combination), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 25% of, respectively, the then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the
Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities
of such



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corporation except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.



| | (e) | Code means the Internal Revenue Code of 1986.
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| | (f) | Committee shall mean the committee of the Board described in Section 2.1.
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| | (g) | Disability shall mean total and permanent disability as provided in the long-term disability plan or policy maintained or, if applicable, most recently maintained, by the
Company or its affiliates for the Participant. If no long-term disability plan or policy was ever maintained on behalf of the Participant or, if the determination of Disability relates to an Incentive Stock Option, Disability shall mean the
condition described in Code Section 22(e)(3). In the event of a dispute, the determination of Disability shall be made by the Board and shall be supported by advice of a physician competent in the area to which such Disability relates.
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| | (h) | Effective Date shall have the meaning set forth in Section 5.1.
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| | (i) | Eligible Person shall mean any employee or director of the Company or its affiliates.
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| | (j) | Exchange Act shall mean the Securities Exchange Act of 1934.
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| | (k) | Exercise Price shall mean the exercise price per share of Stock as determined under Article 3.
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| | (l) | Fair Market Value shall mean:
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(i) If the Stock is
actively traded on any national securities exchange, the closing price at which sales of Stock shall have been sold on the most recent trading date immediately prior to the date of determination, as reported by any such exchange selected by the
Committee on which the shares of Stock are then traded; or

(ii) If the shares of Stock are not actively traded on any such exchange, the
average of the closing high bid and low asked prices for the shares of Stock on the over-the-counter market on the most recent trading date within a reasonable period prior to the determination date as determined by the Committee and reported by
such system; or



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(iii) If there are no bid and asked prices within a reasonable period or if the shares of Stock are not
traded on the over-the-counter market, the fair market value of a share of Stock as determined in good faith by the Committee taking into account such relevant facts and circumstances deemed by the Committee to be material to the value of the Stock
in the hands of the Participant, which may include opinions or reports prepared by independent experts; provided that, for purposes of granting Awards other than Incentive Stock Options, Fair Market Value of a share of Stock may be determined by the
Committee by reference to the average market value determined over a period certain or as of specified dates, to a tender offer price for the shares of Stock (if settlement of an award is triggered by such an event) or to any other reasonable
measure of fair market value.

Notwithstanding the above, Fair Market Value of a share of Stock shall be determined in accordance with all
applicable laws, including in the case of Incentive Stock Options the valuation principles described in Code Section 422 and in all cases in accordance with Code Section 409A.



| | (m) | Incentive Stock Option or ISO shall have the meaning set forth in Section 3.1.
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| | (n) | Non-Qualified Stock Option shall have the meaning set forth in Section 3.1.
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| | (o) | Option shall have the meaning set forth in Section 3.1.
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| | (p) | Participant shall mean an Eligible Person who has been selected by the Committee, in accordance with the powers granted to it under Section 2.2, to participate in the
Plan and has an Award currently outstanding under the Plan.
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| | (q) | Period(s) of Restriction shall mean the period(s) during which the transfer of shares of Stock subject to a Restricted Stock Award is limited in some way (based on the
passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, at its discretion) or the shares are subject to a substantial risk of forfeiture, pursuant to the terms of the Plan or the
applicable Award Agreement.
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| | (r) | Related Company shall mean any company during any period in which it is a parent corporation (as that term is defined in Code Section 424(e)) with respect to
the Company or a subsidiary corporation (as that term is defined in Code Section 424(f)) with respect to the Company.
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| | (s) | Restricted Stock Award shall mean an award of shares of Stock which are subject to one or more Periods of Restriction as described in Article 4.
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| | (t) | Stock shall mean shares of $0.01 par value voting common stock of the Company.
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| | (u) | Ten Percent Shareholder shall mean a person who owns (after taking into account the attribution rules of Code Section 424(d)) more than (10%) of the total combined
voting power of all classes of stock of the Company or a Related Company.
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| | (v) | Termination of Service shall mean the termination of the Participants service relationship, whether employment or otherwise, with the Company and its affiliates,
regardless of the fact that severance or similar payments are made to the Participant for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement. The Committee shall, in its
absolute discretion, but in compliance with applicable law, determine all matters and questions relating to Termination of Service, including, but not by way of limitation, the question of whether a leave of absence constitutes a Termination of
Service.
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ARTICLE 2

COMMITTEE

2.1 Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a
Committee selected by the Board, which Committee shall consist of three or more members of the Board. In selecting the Committee, the Board shall consider (i) the benefits under Rule 16b-3 of the Exchange Act of having a Committee composed of
either the entire Board or a Committee of three or more non-employee directors as that term is defined in Rule 16b-3 as then in effect under the Exchange Act, and (ii) the benefits under Section 162(m) of the Code of having a
Committee composed of three or more outside directors (as that term is defined in the Code) for certain grants of Awards to highly compensated executives. Each member of the Committee shall serve at the discretion of the Board and the
Board may from time to time remove members or add members to the Committee. Vacancies on the Committee shall be filled by the Board. If the Board chooses not to or fails to select the Committee as provided above, the Board shall serve as the
Committee. The Committee shall select one of its members as Chairman and shall hold meetings at the times and in the places as it may deem advisable. Acts approved by a majority of the Committee in a meeting at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee; provided, however, that with respect to any action by the Committee in granting an Award to any Participant under the Plan,
such action must be approved by the majority vote of the members of the Board in a meeting where quorum is present.

2.2 Powers of Committee. Except
as limited by applicable law or by the Articles of Incorporation or Bylaws of the Company, and subject to the provisions of the Plan, the Committee shall have full power to select persons who shall participate in the Plan; determine the sizes and
types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other instrument entered into under the Plan; establish, amend, or waive rules and
regulations for the Plans administration; and (subject to the provisions of Article 6 and Code Section 409A) amend the terms and conditions of any outstanding Award. Further, the Committee shall make all other determinations and
interpretations which



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may be necessary or advisable for the administration of the Plan. The Committees determinations under the Plan need not be uniform and may be made by
it selectively among Eligible Persons and Participants (whether or not such persons are similarly situated). As permitted by law, the Committee may delegate, from time to time, its authority with respect to the Plan, administration of the Plan and
the making of Awards, to one or more persons, including the authority described above.

2.3 Action. If a member of the Committee is a Participant,
he or she shall not participate in any decision which solely affects his or her own Awards under the Plan. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and regulations of the
Board shall be final, conclusive and binding on all persons, including the Company, Related Companies, and their affiliates and shareholders, and Eligible Persons, Participants, and their estates and beneficiaries.

2.4 Compensation, Indemnity and Liability. The Committee shall serve as such without bond and without compensation for services hereunder. All expenses of the
Plan and the Committee shall be paid by the Company. No member of the Committee shall be liable for any act or omission of any other member of the Committee, nor for any act or omission on his or her own part, except his or her own gross negligence
or willful misconduct. The Company shall indemnify and hold harmless the Committee and each member of the Committee, if any, against any and all expenses and liabilities, including reasonable legal fees and expenses, arising out of his or her
membership on the Committee, excepting only expenses and liabilities arising out of his or her own gross negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which
such persons may be entitled under the Companys Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

2.5 Information to be Furnished to Committee. The Company and its affiliates shall furnish the Committee with such data and information as may be required for it
to discharge its duties hereunder. The records of the Company and its affiliates as to an Eligible Person or Participants employment or performance of services, Termination of Service, leave of absence, reemployment and compensation shall be
conclusive on all persons unless determined by the Committee to be manifestly incorrect. Participants and other persons entitled to benefits under the Plan must, as a condition to the receipt or settlement of any Award, furnish the Committee such
evidence, data or information as the Committee determines is necessary to carry out the terms of the Plan.

ARTICLE 3

STOCK OPTIONS

3.1 Options. The grant of an
option (an Option) entitles the Participant to purchase the number of shares of Stock designated in the applicable Award Agreement at an Exercise Price established by the Committee. At the time the Option is granted, the Committee shall
determine whether the Option is to be an Incentive Stock Option or a Non-Qualified Stock Option, and clearly identify this status in the applicable Award Agreement. An Incentive Stock Option or ISO is an Option that is
intended to qualify as, and that satisfies the requirements applicable to, an incentive stock option described in Code Section 422(b). A Non-Qualified Stock Option or NSO is an Option that is not intended to
be, or does not qualify as, an incentive stock option as that term is described in Code Section 422(b).



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3.2 Special Requirements for ISOs. Incentive Stock Options may only be granted to an Eligible Person who is an
employee of the Company or a Related Company. To the extent that the aggregate Fair Market Value (determined at time of grant) of the shares of Stock subject to ISOs granted to a Participant under the Plan and under any other stock option plan
adopted by the Company or a Related Company that first become exercisable in any calendar year exceeds $100,000, such options in excess of $100,000 shall be treated as Non-Qualified Stock Options, regardless of any contrary provision in the Plan or
Award Agreement.

3.3 Exercise Price. Subject to adjustment as provided in the Plan, the Exercise Price of each Option shall be
established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted, and shall be set forth in the applicable Award Agreement. Notwithstanding any provision to the contrary in this Plan or
any Award Agreement, the Exercise Price shall never be less than 100% (or, in the case of an ISO granted to a Ten Percent Shareholder, 110%) of the Fair Market Value of a share of Stock as of the date on which the Option is granted.

3.4 Vesting and Exercise.



| | (a) | An Option shall vest and become exercisable in accordance with such terms and conditions and during such periods as specified in the applicable Award Agreement, but the Award
Agreement with respect to each Option shall provide that such Option shall not be exercisable after ten years from the date of grant of the Option; provided, however, that if no contrary terms are set forth in the Award Agreement, one-third of the
Option shall vest on each of the first, second and third anniversaries of the date such Option is granted, and the Option shall vest in full immediately upon a Termination of Service in connection with a Change in Control or due to the death or
Disability of the Participant. Any vesting provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options granted under the Plan, and may reflect distinctions based on the reasons for the Termination of
Service.
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| | (b) | Upon a Participants Termination of Service, the portion of the Option which has not vested and become exercisable as of such termination date shall be
forfeited and the shares returned to the Company and the vested portion of the Option shall remain exercisable for three months following a Termination of Service due to reasons other than death or Disability or for one year following a Termination
of Service due to death or Disability; provided, however, in the event of a Termination of Service due to the Participants retirement from active employment with the Company (or a Related Company) under the Companys retirement plan or
policy, the vested portion of the Option at the date of the Participants retirement shall remain exercisable during the periods specified in the applicable Award Agreement subject to compliance with Code Section 409A. For purposes of this
Section, a Termination of Service shall not be deemed to have occurred if the
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| | Participant is employed by another corporation (or a parent or subsidiary corporation of such other corporation) which has assumed the Incentive Stock Option
in a transaction to which Code Section 424(a) is applicable.
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| | (c) | To the extent permitted by applicable law, including, but not limited to Code Section 409A, the Committee may accelerate the vesting and/or exercise provisions with respect to
any Option at any time in whole or in part based on performance and/or such other factors as the Committee may determine in its sole discretion; provided, however, that the Committee may not accelerate the vesting of any Option prior to the third
anniversary of the operations of Touchmark National Bank (the Bank), the Companys wholly owned subsidiary.
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| | (d) | Notwithstanding any contrary provision in the Plan or the applicable Award Agreement, in no event shall the exercise period of an ISO extend beyond the deadlines set forth in
Subsection 3.4(b) above or expire more than ten (10) (or, in the case of a Ten Percent Shareholder, five (5)) years after the date such ISO is granted.
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| | (e) | Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if the Office of the Comptroller of the Currency or the Federal Deposit Insurance
Corporation determines that (i) the capital of the Bank has fallen below the minimum requirements contained in 12 CFR 3 or below a higher requirement; or (ii) the existence of outstanding Options impairs the Companys ability to raise
capital, such agency may direct the Company to require each Participant to exercise or forfeit all or some of the Option. All Options granted under this Plan are subject to the terms of any such directive.
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3.5 Payment of Option Exercise Price. The full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement approved by the Committee and described in the applicable Award Agreement, payment may be made as soon as practicable after the exercise). The payment of the Exercise Price shall be made
in cash or in any other form or manner authorized by the Committee from time to time.

3.6 Settlement of Award. Shares of Stock shall be distributed
to the Participant at the time that the Option becomes exercisable and full payment of the Exercise Price has been received by the Company in the manner provided in Section 3.5. Any shares distributed under the Plan shall be subject to such
conditions, restrictions and contingencies as the Committee may establish in accordance with applicable law. At the time any Incentive Stock Option is exercised, the Committee shall be entitled to place a legend on the certificates representing the
shares of Stock purchased pursuant to the Option to clearly identify them as shares of Stock purchased upon exercise of an Incentive Stock Option.



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ARTICLE 4

RESTRICTED STOCK AWARDS

4.1 Restricted Stock Awards. A Restricted Stock Award is a grant of shares of Stock
or of a right to receive shares of Stock (or their cash equivalent or a combination of both) in the future, subject to certain conditions, restrictions and contingencies as described in Section 4.2.

4.2 Parameters for Restricted Stock Awards. Each Restricted Stock Award shall be subject to such conditions, restrictions and contingencies, including continuous
service and/or the achievement of performance measures, as the Committee shall determine and specify in the applicable Award Agreement. The performance measures that may be used by the Committee for such Restricted Stock Awards shall be measured by
such criteria as the Committee may establish, consistent with any applicable requirements of Code Section 162(m). The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes, with the
measurement based on absolute Company (or Related Company) or business unit performance and/or on performance as compared with that of other companies. The language regarding performance measures is intended to permit the Company to bring these
Restricted Stock Awards within the requirements of the general rule for the performance-based compensation exception to the $1 million limit on deductible compensation under Code Section 162(m), and shall be interpreted consistent with such
intent. If no contrary terms are set forth in the Award Agreement, Period(s) of Restriction shall lapse with respect to one-third of a Restricted Stock Award on each of the first, second and third anniversaries of the date such Restricted Stock
Award is granted, and restrictions shall lapse on the entire Restricted Stock Award immediately upon Termination of Service due to the death or Disability of the Participant.

4.3 Custody of Certificates. The Company shall have the right to retain in the Companys possession the certificates representing shares of Stock subject to a Restricted Stock Award until such time as all
conditions and/or restrictions applicable to such Restricted Stock Award have been satisfied, provided that no such retention shall result in deferred compensation as defined by Code Section 409A.

4.4 Voting Rights. Except as otherwise provided by the Committee in an Award Agreement, during any Period of Restriction, Participants holding shares of Stock
subject to a Restricted Stock Award may exercise full voting rights with respect to those shares, whether or not such shares are in the custody of the Company.

4.5 Dividends and Other Distributions. During any Period of Restriction, Participants holding shares of Stock subject to a Restricted Stock Award may be credited with regular cash dividends paid with respect to the underlying shares
while they are so held, whether or not such shares are in the custody of the Company. The Committee may apply any restrictions to the dividends that the Committee deems appropriate provided that any such restriction does not result in deferred
compensation as defined by Code Section 409A. In the event that any dividend constitutes a derivative security or an equity security pursuant to Rule 16(a) under the Exchange Act, such dividend shall be subject to
a period of restriction equal to the remaining Period of Restriction of the shares of Stock subject to the Restricted Stock Award with respect to which the dividend is paid.



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4.6 Termination of Service. Each Award Agreement may set forth the extent to which the Participant shall have the
right, if any, to receive shares of Stock on which the Period of Restriction has not yet ended following the Participants Termination of Service. Such provision shall be determined in the sole discretion of the Committee, need not be uniform
among all shares of Stock issued pursuant to the Restricted Stock Award, and may reflect distinctions based on the reasons for the Termination of Service. If no contrary provisions are specified in the applicable Award Agreement, upon a
Participants Termination of Service for reasons other than death or Disability, all shares of Stock on which the Period of Restriction has not yet ended shall be forfeited and the shares returned to the Company.

ARTICLE 5

OPERATION AND
ADMINISTRATION

5.1 Effective Date. The Plan shall be effective as of March 19, 2008 (the Effective Date); provided, however,
that if the shareholders of the Company have not approved the Plan on or prior to the first anniversary of such effective date, then no Option issued under the Plan shall constitute an ISO and no Option may be exercised prior to such shareholder
approval if such Option is intended to be an ISO. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any Awards under it are outstanding; provided, however, that, to the extent required
by the Code, no Incentive Stock Options may be granted under the Plan on a date that is more than ten (10) years from the date the Plan is adopted or, if earlier, the date the Plan is approved by shareholders.

5.2 Shares Subject to Plan. The maximum number of shares of Stock issuable under the Plan shall be as set forth below:



| | (a) | Subject to adjustment as set forth in this Section 5.2, the maximum number of shares of Stock available for issuance under the Plan as of the Effective Date shall be 191,000
shares of Stock. Any or all shares of Stock subject to the Plan may be issued in any combination of Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock Awards. The Stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Stock, including shares repurchased by the Company as treasury shares. Any fractional shares of Stock shall be forfeited and shall not be issued under the Plan.
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| | (b) | Any shares of Stock granted under the Plan that are forfeited because of the failure to meet an Award contingency or condition shall again be available for delivery
pursuant to new Awards granted under the Plan. To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Stock are not delivered because the
Award is settled in cash, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. If the Exercise Price of or tax withholding on any Option
granted under the Plan is satisfied by tendering shares of Stock
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| | to the Company (by either actual delivery or by attestation), only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.
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| | (c) | The number of shares of Stock reserved for issuance under the Plan and the number of shares of Stock reserved for issuance upon the exercise or payment, as applicable, of each
outstanding Award, and the Exercise Price of each outstanding Option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock resulting from any stock dividend, stock split, extraordinary cash dividend,
or any other increase or decrease in the number of shares of Stock outstanding effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be treated as a transaction without
receipt of consideration by the Company.
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| | (d) | In the event of any merger, consolidation, extraordinary dividend (including a spin-off), reorganization or other change in the corporate structure of the Company or its Stock or
tender offer for shares of Stock, the Committee, in its sole discretion, and subject to compliance with Code Section 409A, shall make such adjustments with respect to Awards and take such other action as it deems necessary, appropriate or
equitable to reflect, or in anticipation of, such merger, consolidation, extraordinary dividend (including a spin-off), reorganization, other change in corporate structure or tender offer, including, without limitation, the substitution of new
Awards or the substitution of the securities of any other person for the securities of the Company, the termination or adjustment of outstanding Awards, the acceleration of Awards or the removal of restrictions on outstanding Awards, all as may be
provided in the applicable Award Agreement or, if not expressly addressed therein, as the Committee subsequently may determine in the event of any such merger, consolidation, extraordinary dividend (including a spin-off), reorganization or other
change in the corporate structure of the Company or its Stock or tender offer for shares of Stock.
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| | (e) | The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective affected Participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time (including in anticipation of an event described in Subsection 5.2(d) whereby Awards are to be substituted, assumed, or replaced by a
successor company), upon twenty (20) days prior written notice, buy from a Participant an Award previously granted with payment in cash, Stock (including shares of Stock subject to a Restricted Stock Award) or other consideration, based on such
terms and conditions as the Committee and the Participant shall agree; provided, however, notwithstanding the foregoing, the Committee shall have the right and authority without Participant approval to buy from the Participant all unexercised Awards
for the total Fair Market Value of such Awards (which in the
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| | case of an Option, shall be determined by multiplying the number of then-vested and exercisable shares under the Option times the positive difference between
the Fair Market Value of a share and the Exercise Price provided in the applicable Award Agreement and, in the case of a Restricted Stock Award, shall be the Fair Market Value of Stock that has fully vested under the terms of the applicable
Restricted Stock Award, subject to any right of repurchase otherwise possessed by the Company). In no event may the Committee take any of the actions described in this Subsection 5.2(e), unless such action complies with applicable law, including,
but not limited to, Code Section 409A.
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| | (f) | Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for
compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or its affiliates, including the plans and arrangements of the Company or its affiliates acquiring another entity (or an interest in
another entity), and any such use shall reduce on a share-for-share basis the number of shares available for issuance under the Plan.
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5.3
Limitations on Awards. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 5.2), the maximum aggregate number of Shares subject to Awards granted under the Plan in any 12-month
period to any one Participant shall be 50,000, unless a greater amount is approved in advance by the Committee and the Board.

5.4 Tax Withholding.
The Company and/or its affiliates shall have the power and the right to deduct or withhold from amounts or property due hereunder or any other monies or property of the Participant held or payable by the Company or such affiliate, or require a
Participant (or his or her estate or beneficiary) to remit to the Company or such affiliate, an amount sufficient to satisfy federal, state, local, and any other applicable taxes (including any foreign taxes and the Participants FICA
obligation) required by law to be withheld with respect to any taxable event arising as a result of this Plan. With respect to withholding required upon the lapse of restrictions on a Restricted Stock Award, or upon any other taxable event arising
as a result of a Restricted Stock Award, a Participant may elect, subject to the approval of the Committee, to satisfy all or part of such withholding requirement by tendering to the Company shares of Stock owned by such Participant for at least six
months (or by having the Company retain shares of Stock then in the possession of the Company but held for the benefit of such Participant); provided that such shares are not then subject to any Period of Restriction. Such withholding requirement
shall be deemed satisfied to the extent of the then-current Fair Market Value of the shares so tendered to or retained by the Company. All such elections shall be irrevocable, made in writing, signed by the Participant and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

5.5 Payments and Payment Shares. Awards may be settled
through cash payments, the delivery of shares of Stock, the granting of replacement Awards or any such combination thereof as the Committee shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as
the Committee shall determine.



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5.6 Legends. Each Award Agreement and each certificate representing Stock or other securities granted pursuant to
the Plan (including securities issuable pursuant to the terms of derivative securities) may bear a restrictive legend as the Company deems necessary or advisable under applicable law, including federal and state securities laws.

5.7 Non-alienation of Benefits. Prior to the end of the applicable Period of Restriction and or vesting and exercise of an Award, the Award shall not be
transferable or assignable except by will or by the applicable laws of descent and distribution and shall be exercisable, during the Participants lifetime, only by the Participant (or, in the event of the Disability of the Participant, by the
legal representative of the Participant). Any attempt to transfer or assign an Award in contravention of this Section shall be void. No Award shall, prior to receipt by the Participant and release of all restrictions or conditions thereon, be in any
manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

5.8 Beneficiary Designation. Each
Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the
Participants lifetime. In the absence of any such designation, benefits remaining unpaid at the Participants death shall be paid to the Participants estate.

5.9 Agreement With Company. At the time of an Award to a Participant, the Committee shall require the Participant to enter into an agreement with the Company (the Award Agreement) in a form
specified by the Committee, agreeing to the terms and conditions of the Plan, the Award and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe.

5.10 Limitation of Implied Rights. A Participant shall have only a contractual right to the fully vested and/or unrestricted, as the case may be, shares of Stock,
if any, or amounts, if any, issuable or payable to such Participant under the Plan, unsecured by any assets of the Company or its affiliates. Nothing contained in the Plan shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any person. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any of its affiliates to terminate a Participants service at any time, nor confer upon a Participant any
right to continue in the service of the Company or any of its affiliates. For purposes of the Plan, a transfer of a Participants employment or service relationship between the Company and its affiliates, or among such affiliates, shall not be
deemed to be a Termination of Service. Upon such a transfer, the Committee may make such adjustment to outstanding Awards as it deems appropriate to reflect the changed reporting relationships. Participation in the Plan by any person shall be
determined by the Committee, and no person shall otherwise have the right to be selected to receive an Award, or, having been so selected, to be selected to receive a future Award.

5.11 Liquidation of the Company. In the event of the complete liquidation or dissolution of the Company, any Options which remain unexercised and any Restricted Stock Award on which restrictions have not yet
lapsed shall be deemed immediately and automatically canceled without any action on the part of the Company and without regard to or limitation by any other provision of the Plan.



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5.12 Affiliate Obligations. Each affiliate of the Company shall be liable for payment of cash due under the Plan
with respect to any Participant to the extent that such benefits are attributable to the services rendered for that affiliate by the Participant. Any disputes relating to liability of an affiliate for cash payments shall be resolved by the
Committee.

ARTICLE 6

AMENDMENT AND TERMINATION

The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in
whole or in part; provided, however, that no amendment which requires shareholder approval in order for the Plan to continue to comply with Rule 16b-3 under the Exchange Act or any other applicable law shall be effective unless such amendment shall
be approved by the requisite vote of shareholders of the Company entitled to vote thereon. In addition, the Committee shall have the authority to cancel outstanding Awards and issue substitute Awards in replacement thereof. Notwithstanding the
above, no termination, amendment or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award or otherwise be contrary to the
Companys or any of its affiliates obligations under any employment or severance benefits agreement with the applicable Participant.

ARTICLE 7

RULES OF CONSTRUCTION AND MISCELLANEOUS

7.1 Rules of Construction. For all purposes of this Plan, except as otherwise expressly provided:



| | (a) | all accounting terms not otherwise defined herein shall have the meanings ascribed thereto under U.S. generally accepted accounting principles,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | all references in this Plan to designated Articles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of the
body of this Plan, with the exception of those references identifying Code Sections,
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the words herein, hereof and hereunder and other words of similar import refer to this Plan as a whole and not to any particular Article, Section
or other subdivision,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | whenever the words include, includes or including are used in this Plan, they shall be deemed to be followed by the words without
limitation,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------



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| | (e) | a reference to any legislation or to any provision of any legislation shall include such legislation, as amended through the date hereof, and all subsequent amendments or
modification thereto or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto, and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | any masculine term also shall include the feminine; the plural shall include the singular; and the singular shall include the plural.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

7.2 Compliance with Laws. All Incentive Stock Options to be granted under the Plan are intended to comply with Code Section 422, and all provisions of the
Plan and the applicable Award Agreement relating to an ISO shall be construed in such manner as to effectuate that intent. The Plan and all Awards granted hereunder shall comply at all times with all laws and regulations of any governmental
authority which may be applicable thereto (including Code Section 409A). Any provision of the Plan or any Award Agreement notwithstanding, the Participant shall not be entitled to receive the benefits of an Award and the Company shall not be
obligated to pay any benefits to a Participant, if such exercise, delivery, receipt or payment of benefits would constitute a violation by the Participant or the Company of any provision of any such law or regulation. Any reference herein to
as permitted by applicable law and compliance with the requirements of Code Section 409A or words of similar import shall include the mandate that the terms of the Plan or any Award, or administration of the Plan or any
Award, as the case may be, must be administered and interpreted in such a manner that no additional income tax is imposed on a Participant pursuant to Code Section 409A(1)(a); provided, however, that this provision shall not limit applications
of the $100,000 limit on ISOs set forth in Section 3.2 or any reclassification of an Option resulting therefrom. If additional guidance is issued under or modifications are made to Code Section 409A or any other law affecting the Awards
issued hereunder, notwithstanding any contrary provision in Article 6, the Committee shall take such actions (including amending the Plan or any Award Agreement) as it deems necessary, in its sole discretion, to ensure continued compliance
therewith.

7.3 Securities Law Compliance. With respect to an individual who is, on the relevant date, an officer, director or 10% beneficial owner
of any class of the Companys equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act (an Insider), transactions under this Plan are intended to
comply with all applicable conditions or Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable
by the Committee. To the extent that compensation to be received by an Insider for purposes of Code Section 162(m) as a result of the lapse of Period(s) of Restriction or other restriction on a Restricted Stock Award or vesting of any Award,
when added to all other compensation subject to the $1 million limitation on deductibility of compensation (the Cap) imposed by Code Section 162(m), would cause such Insiders compensation to exceed the Cap for that year,
restrictions on the number of shares of Stock subject to a Restricted Stock Award will not lapse and vesting on Options shall not occur, and instead such restrictions on such Awards will continue, all or in part, until such time that the Committee
determines that they may lapse and the Companys tax deduction (as limited by Code Section 162(m)) is preserved.



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7.4 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

7.5 Unfunded Status of Plan. The Plan is intended to constitute an unfunded plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company,
nothing set forth herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Board or the Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Stock or a payment in lieu of or with respect to Awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.



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7.6 Governing Law. To the extent not preempted by United States Federal law, the Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of the State of Georgia.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of this 27thday of March, 2008.



TOUCHMARK BANCSHARES, INC.By:

/s/ William R. ShortName:

William R. ShortTitle:

President and CEO




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