Exhibit 10.5


 


Congaree
Bancshares, Inc. 2007 Stock Incentive Plan


 

















 


CONGAREE
BANCSHARES, INC.


2007
STOCK INCENTIVE PLAN


 


TABLE
OF CONTENTS


 


	
  ARTICLE
  I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  THE PLAN

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
  NAME

  	
  4

  
	
  2.2

  	
  PURPOSE

  	
  5

  
	
  2.3

  	
  EFFECTIVE
  DATE

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  PARTICIPANTS

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  ADMINISTRATION

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
  DUTIES
  AND POWERS OF THE COMMITTEE

  	
  5

  
	
  4.2

  	
  INTERPRETATION;
  RULES

  	
  5

  
	
  4.3

  	
  NO
  LIABILITY

  	
  6

  
	
  4.4

  	
  MAJORITY
  RULE

  	
  6

  
	
  4.5

  	
  COMPANY
  ASSISTANCE

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  SHARES
  OF STOCK SUBJECT TO PLAN

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
  LIMITATIONS

  	
  6

  
	
  5.2

  	
  ANTIDILUTION

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  OPTIONS

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  TYPES OF OPTIONS
  GRANTED

  	
  7

  
	
  6.2

  	
  OPTION GRANT AND
  AGREEMENT

  	
  7

  
	
  6.3

  	
  OPTIONEE LIMITATIONS

  	
  8

  
	
  6.4

  	
  $100,000 LIMITATION

  	
  8

  
	
  6.5

  	
  EXERCISE PRICE

  	
  8

  
	
  6.6

  	
  EXERCISE PERIOD

  	
  9

  
	
  6.7

  	
  OPTION EXERCISE

  	
  9

  
	
  6.8

  	
  NONTRANSFERABILITY OF
  OPTION

  	
  9

  
	
  6.9

  	
  TERMINATION OF
  EMPLOYMENT OR SERVICE

  	
  9

  
	
  6.10

  	
  EMPLOYMENT RIGHTS

  	
  10

  
	
  6.11

  	
  CERTAIN SUCCESSOR
  OPTIONS

  	
  10

  
	
  6.12

  	
  FORFEITURE BY ORDER OF
  REGULATORY AGENCY

  	
  10

  
	
  6.13

  	
  EFFECT OF A CORPORATE
  TRANSACTION

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  STOCK
  CERTIFICATES

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  TERMINATION
  AND AMENDMENT

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
  TERMINATION AND
  AMENDMENT

  	
  11

  
	
  8.2

  	
  EFFECT ON GRANTEE’S
  RIGHTS

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  RELATIONSHIP
  TO OTHER COMPENSATION PLANS

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  MISCELLANEOUS

  	
  11

  



 


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  10.1

  	
  REPLACEMENT OR AMENDED
  GRANTS

  	
  11

  
	
  10.2

  	
  FORFEITURE FOR
  COMPETITION

  	
  11

  
	
  10.3

  	
  LEAVE OF ABSENCE

  	
  12

  
	
  10.4

  	
  PLAN BINDING ON
  SUCCESSORS

  	
  12

  
	
  10.5

  	
  HEADINGS, ETC., NO
  PART OF PLAN

  	
  12

  
	
  10.6

  	
  SECTION 16
  COMPLIANCE

  	
  12

  



 


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CONGAREE
BANCSHARES, INC.


2007
STOCK INCENTIVE PLAN


 


ARTICLE
I


DEFINITIONS


 


As used herein, the
following terms have the following meanings unless the context clearly
indicates to the contrary:


 


“Board” shall mean
the Board of Directors of the Company.


 


“Cause” (i) with
respect to the Company or any subsidiary which employs the recipient of an
Option (the “recipient”) or for which such recipient primarily performs
services, the commission by the recipient of an act of fraud, embezzlement,
theft or proven dishonesty, or any other illegal act or practice (whether or
not resulting in criminal prosecution or conviction), or any act or practice
which the Committee shall, in good faith, deem to have resulted in the recipient’s
becoming unbondable under the Company’s or the subsidiary’s fidelity bond; (ii) the
willful engaging by the recipient in misconduct which is deemed by the
Committee, in good faith, to be materially injurious to the Company or any
subsidiary, monetarily or otherwise, including, but not limited, improperly
disclosing trade secrets or other confidential or sensitive business
information and data about the Company or any subsidiaries and competing with
the Company or its subsidiaries, or soliciting employees, consultants or
customers of the Company in violation of law or any employment or other
agreement to which the recipient is a party; or (iii) the willful and
continued failure or habitual neglect by the recipient to perform his or her
duties with the Company or the subsidiary substantially in accordance with the
operating and personnel policies and procedures of the Company or the
subsidiary generally applicable to all their employees.  For purposes of
this Plan, no act or failure to act by the recipient shall be deemed be “willful”
unless done or omitted to be done by recipient not in good faith and without
reasonable belief that the recipient’s action or omission was in the best
interest of the Company and/or the subsidiary.  Notwithstanding the
foregoing, if the recipient has entered into an employment agreement that is
binding as of the date of employment termination, and if such employment
agreement defines “Cause,” then the definition of “Cause” in such agreement
shall apply to the recipient in this Plan.  “Cause” under either (i), (ii) or
(iii) shall be determined by the Committee.


 


“Code” shall mean
the United States Internal Revenue Code of 1986, including effective date and
transition rules (whether or not codified).  Any reference herein to
a specific section of the Code shall be deemed to include a reference to any
corresponding provision of future law.


 


“Committee” shall
mean a committee of at least two Directors appointed from time to time by the
Board, having the duties and authority set forth herein in addition to any
other authority granted by the Board.  In selecting the Committee, the
Board shall consider (i) the benefits under Section 162(m) of
the Code of having a Committee composed of “outside directors” (as that term is
defined in the Code) for certain grants of Options to highly compensated
executives, and (ii) the benefits under Rule 16b-3 of having a
Committee composed of either the entire Board or a Committee of at least two
Directors who are Non-Employee Directors for Options granted to or held by any Section 16
Insider.   At any time that the Board shall not have appointed a
committee as described above, any reference herein to the Committee shall mean
the Board.


 


“Company” shall
mean Congaree Bancshares, Inc., a South Carolina corporation.


 

















 


“Corporate Transaction”
shall mean the occurrence of any of the following events, unless such event is
a result of a Non-Control Transaction:


 


(i)           the
individuals who are members of the Board of Directors of the Company (the “Incumbent
Board”) cease for any reason to constitute at least 50% of the Board of
Directors of the Company;  provided
,  however , that if the election,
or nomination for election by the Company’s shareholders, of any new director
was approved in advance by a vote of at least 50% of the Incumbent Board, such
new director shall, for purposes of the Plan, be considered as a member of the
Incumbent Board;  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, or other
actual or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board of Directors of the Company, including by reason of
any agreement intended to avoid or settle any election contest or proxy
contest.


 


(ii)          an
acquisition (other than directly from the Company) of any voting securities of
the Company (the “Voting Securities”) by any “Person” (as the term “person” is
used for purposes of Section 13(d) or 14(d) of the Exchange Act)
immediately after which such Person has “Beneficial Ownership” (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
of the combined voting power of the Company’s then outstanding Voting
Securities;  provided ,  however , that in determining whether a
Corporate Transaction has occurred, Voting Securities which are acquired in a
Non-Control Transaction shall not constitute a Corporate Transaction under the
Plan.


 


(iii)         consummation
of:  (i) a merger, consolidation, or reorganization involving the
Company; (ii) a complete liquidation or dissolution of the Company; or (iii) the
sale or other disposition of all or substantially all of the assets of the Company
to any Person (other than a transfer to a Subsidiary).


 


(iv)         a
notice of an application is filed with the South Carolina Board of Financial
Institutions or the Federal Reserve Board or any other bank or thrift
regulatory approval (or notice of no disapproval) is granted by the Federal
Reserve, South Carolina Board of Financial Institutions, the OCC, the Federal
Deposit Insurance Corporation, or any other regulatory authority for permission
to acquire control of the Company or any of its banking subsidiaries; provided
that if the application is filed in connection with a transaction which has
been approved by the Board, then the Corporate Transaction shall not be deemed
to occur until consummation of the transaction.


 


“Non-Control
Transaction” shall mean a transaction described below:


 


(i)           the
shareholders of the Company, immediately before such merger, consolidation or
reorganization, own, directly or indirectly, immediately following such merger,
consolidation or reorganization, at least 50% of the combined voting power of
the outstanding voting securities of the corporation resulting from such
merger, consolidation or reorganization (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or reorganization; and


 


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(ii)           immediately
following such merger, consolidation or reorganization, the number of directors
on the board of directors of the Surviving Corporation who were members of the
Incumbent Board shall at least equal the number of directors who were
affiliated with or appointed by the other party to the merger, consolidation or
reorganization.


 


“Director” shall
mean a member of the Board and any person who is an advisory or honorary
director of the Company if such person is considered a director for the
purposes of Section 16 of the Exchange Act, as determined by reference to
such Section 16 and to the rules, regulations, judicial decisions, and
interpretative or “no-action” positions with respect thereto of the Securities
and Exchange Commission, as the same may be in effect or set forth from time to
time.


 


“Employee” shall
mean a person who constitutes an employee of the Company as such term is
defined in the instructions to the Form S-8 Registration Statement under
the Securities Act of 1933, and also includes non-employees to whom an offer of
employment has been extended.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934.  Any reference herein to a
specific section of the Exchange Act shall be deemed to include a reference to
any corresponding provision of future law.


 


“Exercise Price”
shall mean the price at which an Optionee may purchase a share of Stock under a
Stock Option Agreement.


 


“Fair Market Value”
on any date shall mean (i) the closing sales price of the Stock, regular
way, on such date on the national securities exchange having the greatest
volume of trading in the Stock during the thirty-day period preceding the day
the value is to be determined or, if such exchange was not open for trading on
such date, the next preceding date on which it was open; (ii) if the Stock
is not traded on any national securities exchange, the average of the closing
high bid and low asked prices of the Stock on the over-the-counter market on
the day such value is to be determined, or in the absence of closing bids on
such day, the closing bids on the next preceding day on which there were bids;
or (iii) if the Stock also is not traded on the over-the-counter market,
the fair market value as determined in good faith by the Board or the Committee
based on such relevant facts as may be available to the Board, which may
include opinions of independent experts, the price at which recent sales have
been made, the book value of the Stock, and the Company’s current and future
earnings.


 


“Incentive Stock
Option” shall mean an option to purchase any stock of the Company, which
complies with and is subject to the terms, limitations and conditions of Section 422
of the Code and any regulations promulgated with respect thereto.


 


“Non-Employee Director”
shall have the meaning set forth in Rule 16b-3 under the Exchange Act, as
the same may be in effect from time to time, or in any successor rule thereto,
and shall be determined for all purposes under the Plan according to
interpretative or “no-action” positions with respect thereto issued by the
Securities and Exchange Commission.


 


“Officer” shall
mean a person who constitutes an officer of the Company for the purposes of Section 16
of the Exchange Act, as determined by reference to such Section 16 and to
the rules, regulations, judicial decisions, and interpretative or “no-action”
positions with respect thereto of the Securities and Exchange Commission, as
the same may be in effect or set forth from time to time.


 


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“Option” shall
mean an option, whether or not an Incentive Stock Option, to purchase Stock
granted pursuant to the provisions of Article VI hereof.


 


“Optionee” shall
mean a person to whom an Option has been granted hereunder.


 


“Parent” 
shall mean any corporation (other than the Company or a Subsidiary) in an
unbroken chain of corporations ending with the Company if, at the time of the
grant (or modification) of the Option, each of the corporations other than the
Company or a Subsidiary owns stock possessing 50% or more of the total combined
voting power of the classes of stock in one of the other corporations in such
chain.


 


“Permanent and Total
Disability” shall have the same meaning as given to that term by Code Section 22(e)(3) and
any regulations or rulings promulgated thereunder.


 


“Plan” shall mean
the Congaree Bancshares, Inc. 2007 Stock Incentive Plan, the terms of
which are set forth herein.


 


“Purchasable”
shall refer to Stock which may be purchased by an Optionee under the terms of
this Plan on or after a certain date specified in the applicable Stock Option
Agreement.


 


“Qualified Domestic
Relations Order” shall have the meaning set forth in the Code or in the
Employee Retirement Income Security Act of 1974, or the rules and
regulations promulgated under the Code or such Act.


 


“Section 16
Insider” shall mean any person who is subject to the provisions of Section 16
of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant to the
Exchange Act.


 


“Stock” shall mean
the Common Stock, no par value, of the Company or, in the event that the
outstanding shares of Stock are hereafter changed into or exchanged for shares
of a different stock or securities of the Company or some other entity, such
other stock or securities.


 


“Stock Option
Agreement” shall mean an agreement between the Company and an Optionee
under which the Optionee may purchase Stock hereunder, a sample form of which
is attached hereto as  Exhibit A  (which form may be varied by the Committee in
granting an Option).


 


“Subsidiary” shall
mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the grant (or
modification) of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


ARTICLE
II


THE
PLAN


 


2.1          
Name.  This Plan shall be known as “Congaree Bancshares, Inc.
2007 Stock Incentive Plan.”


 


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2.2          
Purpose. The purpose of the Plan is to advance the interests of the
Company, its Subsidiaries, and its shareholders by affording Employees and
Directors of the Company and its subsidiaries an opportunity to acquire or
increase their proprietary interests in the Company.  The objective of the
issuance of the Options is to promote the growth and profitability of the
Company and its Subsidiaries because the Optionees will be provided with an
additional incentive to achieve the Company’s objectives through participation
in its success and growth and by encouraging their continued association with
or service to the Company.


 


2.3          
Effective Date.  The Plan shall become effective on January 1,
2007; 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 all options granted under the Plan shall be non-incentive Stock
Options.  If, at the time of any amendment to the Plan, shareholder
approval is required by the Code for Incentive Stock Options and such
shareholder approval has not been obtained (or is not obtained within 12 months
thereof), any Incentive Stock Options issued under the Plan shall automatically
become options which do not qualify as Incentive Stock Options.


 


ARTICLE
III


PARTICIPANTS


 


The class of persons eligible
to participate in the Plan shall consist of all Directors and Employees of the
Company or any Subsidiary.


 


ARTICLE
IV


ADMINISTRATION


 


4.1          
Duties and Powers of the Committee.  The Plan shall be administered by
the Committee.  The Committee shall select one of its members as its
Chairman and shall hold its meetings at such times and places as it may
determine.  The Committee shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it may deem
necessary.  The Committee shall have the power to act by unanimous written
consent in lieu of a meeting, and to meet telephonically.  In
administering the Plan, the Committee’s actions and determinations shall be
binding on all interested parties.  The Committee shall have the power to
grant Options in accordance with the provisions of the Plan and may grant
Options singly, in combination, or in tandem.  Subject to the provisions
of the Plan, the Committee shall have the discretion and authority to determine
those individuals to whom Options will be granted, the number of shares of
Stock subject to each Option, such other matters as are specified herein, and
any other terms and conditions of a Stock Option Agreement.  The Committee
shall also have the discretion and authority to waive any provision of the Plan
or to delegate to any Officer its power to grant Options under the Plan to
Employees, but not to Employees who are Officers or Directors.


 


4.2          
Interpretation; Rules.  Subject to the express provisions of the Plan,
the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable for the administration of
the Plan, including, without limitation, the amending or altering of the Plan
and any Options granted hereunder as may be required to comply with or to
conform to any federal, state, or local laws or regulations.  If an option
granted under the Plan is intended to be an Incentive Stock Option but does not
qualify as an Incentive Stock Option for any reason, then the option granted
shall remain valid but shall be a non-Incentive Stock Option.


 


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4.3          
No Liability.  Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option granted hereunder.


 


4.4          
Majority Rule.  A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of
the Committee.


 


4.5          
Company Assistance.  The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require.  The Company
shall furnish the Committee with such clerical and other assistance as is
necessary in the performance of its duties.


 


ARTICLE
V


SHARES
OF STOCK SUBJECT TO PLAN


 


5.1          
Limitations.  The maximum number of shares that may be issued
hereunder shall initially be 317,599 and thereafter shall automatically be
increased each time the Company issues additional shares of Stock so that the
total number of shares issuable hereunder shall at all times equal 18% of the
then outstanding shares of Stock, unless in any case the Board of Directors
adopts a resolution providing that the number of shares issuable under this
Plan shall not be so increased.  Notwithstanding the above, the total
number of shares of Stock issuable pursuant to Incentive Stock Options may not
be increased to more than 317,599 (other than pursuant to antidilution
adjustments) without shareholder approval.  In addition, the number of
shares that may be issued hereunder shall be subject to any antidilution
adjustment pursuant to the provisions of Section 5.2 hereof.  Any or
all shares of Stock subject to the Plan may be issued in any combination of
Incentive Stock Options or non-Incentive Stock Options.  Shares subject to
an Option may be either authorized and unissued shares or shares issued and
later acquired by the Company.  The shares covered by any unexercised
portion of an Option that has terminated for any reason (except as set forth in
the following paragraph) may again be optioned under the Plan, and such shares
shall not be considered as having been optioned or issued in computing the
number of shares of Stock remaining available for option hereunder.


 


If Options are issued in
respect of options to acquire stock of any entity acquired, by merger or
otherwise, by the Company (or any Subsidiary of the Company), to the extent
that such issuance shall not be inconsistent with the terms, limitations and
conditions of Code Section 422 or Rule 16b-3 under the Exchange Act,
the aggregate number of shares of Stock for which Options may be granted
hereunder shall automatically be increased by the number of shares subject to
the Options so issued; provided, however, that the aggregate number of shares
of Stock for which Options may be granted hereunder shall automatically be
decreased by the number of shares covered by any unexercised portion of an
Option so issued that has terminated for any reason, and the shares subject to
any such unexercised portion may not be optioned to any other person.


 


5.2          
Antidilution.


 


(a)          If
(x) the outstanding shares of Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of merger,


 


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consolidation,
reorganization, recapitalization, reclassification, combination or exchange of
shares, or stock split or stock dividend, (y) any spin-off, spin-out or
other distribution of assets materially affects the price of the Company’s
stock, or (z) there is any assumption and conversion to the Plan by the
Company of an acquired company’s outstanding option grants, then:


 


(i) 
the aggregate number and kind of shares of Stock for which Options may be
granted hereunder shall be adjusted proportionately by the Committee; and


 


(ii) 
the rights of Optionees (concerning the number of shares subject to Options and
the Exercise Price) under outstanding Options shall be adjusted proportionately
by the Committee.


 


(b)          
If the Company shall be a party to any reorganization in which it does not
survive, involving merger, consolidation, or acquisition of the stock or
substantially all the assets of the Company, the Committee, in its sole
discretion, may (but is not required to), notify all Optionees that all Options
granted under the Plan shall be assumed by the successor corporation or
substituted on an equitable basis with options issued by such successor
corporation.


 


(c)          
If the Company is to be liquidated or dissolved in connection with a
reorganization described in Section 5.2(b), the provisions of such Section shall
apply.  In all other instances, the adoption of a plan of dissolution or liquidation
of the Company shall, notwithstanding other provisions hereof, cause every
Option outstanding under the Plan to terminate to the extent not exercised
prior to the adoption of the plan of dissolution or liquidation by the
shareholders.


 


(d)          
The adjustments described in paragraphs (a) through (c) of this Section 5.2,
and the manner of their application, shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of
fractional share interests; provided, however, that any adjustment made by the
Board or the Committee shall be made in a manner that will not cause an
Incentive Stock Option to be other than an Incentive Stock Option under
applicable statutory and regulatory provisions.  The adjustments required
under this Article V shall apply to any successors of the Company and
shall be made regardless of the number or type of successive events requiring
such adjustments.


 


ARTICLE
VI


OPTIONS


 


6.1          
Types of Options Granted.  The Committee may, under this Plan, grant
either Incentive Stock Options or Options which do not qualify as Incentive
Stock Options.  Within the limitations provided in this Plan, both types
of Options may be granted to the same person at the same time, or at different
times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan. 
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other
factor the Committee deems relevant.


 


6.2          
Option Grant and Agreement.  Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and
by a written Stock Option Agreement executed by the Company and the
Optionee.  The terms of the Option, including the Option’s duration, time
or times of exercise, exercise price, whether the Option is intended to be an
Incentive Stock


 


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Option shall be stated in
the Stock Option Agreement.  In structuring the terms of each Option, the
Committee shall follow the guidelines set forth in the FDIC statement of policy
relating to applications for deposit insurance, including that the terms should
encourage each Optionee to remain involved in the Company and/or its
Subsidiaries, such as by having a vesting period of equal percentages each year
over the initial three years following the grant of the Option and a
requirement that the Option be exercised or expire no later than 90 days after
termination as an active officer or employee.  No Incentive Stock Option
may be granted more than ten years after the earlier to occur of the effective
date of the Plan or the date the Plan is approved by the Company’s
shareholders.  Separate stock option agreements may be used for Options
intended to be Incentive Stock Options and those not so intended, but any
failure to use such separate agreements shall not invalidate, or otherwise
adversely affect the Optionee’s interest in, the Options evidenced thereby.


 


6.3          
Optionee Limitations.  The Committee shall not grant an Incentive
Stock Option to any person who, at the time the Incentive Stock Option is
granted:


 


(a)          
is not an employee of the Company or any of its Subsidiaries (as the term “employee”
is defined by the Code); or


 


(b)          owns
or is considered to own stock possessing at least 10% of the total combined
voting power of all classes of stock of the Company or any of its Parent or
Subsidiary corporations; provided, however, that this limitation shall not
apply if at the time an Incentive Stock Option is granted the Exercise Price is
at least 110% of the Fair Market Value of the Stock subject to such Option and
such Option by its terms would not be exercisable after five years from the
date on which the Option is granted.  For the purpose of this subsection
(b), only common stock of the Company owned by the Optionee at the time of
grant will be considered in the 10% owner calculation.  A person shall be
considered to own: (i) the stock owned, directly or indirectly, by or for
his or her brothers and sisters (whether by whole or half blood), spouse,
ancestors and lineal descendants and (ii) the stock owned, directly or
indirectly, by or for a corporation, partnership, estate, or trust in
proportion to such person’s stock interest, partnership interest or beneficial
interest therein.


 


6.4          
$100,000 Limitation.  Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company and any Parent or Subsidiary, such
that the aggregate Fair Market Value (determined as of the respective dates of
grant or modification of each option) of the stock with respect to which such
Incentive Stock Options are exercisable for the first time during any calendar
year is in excess of $100,000 (or such other limit as may be prescribed by the
Code from time to time);  provided
, however , that to the extent that the aggregate Fair Market Value of
the stock subject to the Incentive Stock Options does in fact exceed the
$100,000 limitation described in this Section 6.4, the excess shall be
treated as an Option not qualifying as an Incentive Stock Option, with the
determination to be made in the order the Options are granted.


 


6.5          
Exercise Price.  The Exercise Price of the Stock subject to each
Option shall be determined by the Committee.  Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Option shall not be
less than the Fair Market Value of the Stock as of the date the Option is
granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification).


 


8

















 


6.6          
Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Stock Option 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.


 


6.7          
Option Exercise.


 


(a)          
Unless otherwise provided in the Stock Option Agreement or Section 6.6
hereof, an Option may be exercised at any time or from time to time during the
term of the Option as to any or all full shares which have become Purchasable
under the provisions of the Option, but not at any time as to less than 100
shares unless the remaining shares that have become so Purchasable are less
than 100 shares. The Committee shall have the authority to prescribe in any
Stock Option Agreement that the Option may be exercised only in accordance with
a vesting schedule during the term of the Option.


 


(b)          
An Option shall be exercised by (i) delivery to the Company at its
principal office a written notice of exercise with respect to a specified
number of shares of Stock and (ii) payment to the Company at that office
of the full amount of the Exercise Price for such number of shares in
accordance with Section 6.7(c). If requested by an Optionee, an Option may
be exercised with the involvement of a stockbroker in accordance with the
federal margin rules set forth in Regulation T (in which case the
certificates representing the underlying shares will be delivered by the
Company directly to the stockbroker).


 


(c)          
The Exercise Price is to be paid in full in cash upon the exercise of the
Option and the Company shall not be required to deliver certificates for the
shares purchased until such payment has been made.


 


(d)          
In addition to and at the time of payment of the Exercise Price, the Optionee
shall pay to the Company in cash the full amount of any federal, state, and
local income, employment, or other withholding taxes applicable to the taxable
income of such Optionee resulting from such exercise.


 


(e)          
The holder of an Option shall not have any of the rights of a shareholder with
respect to the shares of Stock subject to the Option until such shares have
been issued and transferred to the Optionee upon the exercise of the Option.


 


6.8          
Nontransferability of Option. No Option shall be transferable by an
Optionee other than by will or the laws of descent and distribution or, in the
case of non-Incentive Stock Options, and, during the lifetime of an Optionee,
Options shall transferable, upon approval by the Committee, in the event of the
Optionee’s death or disability, and all such Options shall be exercisable only
by the Optionee (or by such Optionee’s guardian or legal representative, should
one be appointed, or by the transferee in the event of a transfer following the
Optionee’s disability).


 


6.9          
Termination of Employment or Service. The Committee shall have the power to
specify the effect upon an Optionee’s right to exercise an Option upon
termination of such Optionee’s employment or service under various circumstances,
which effect may include immediate or deferred termination of such Optionee’s
rights under an Option, not to exceed 90 days. Subject to Section 6.2,
unless a Stock Option Agreement specifically provides otherwise, in the event
the recipient of an Option  is terminated from his or her employment or
other service to the Company or its subsidiaries


 


9

















 


for Cause, Options,
whether vested or unvested, granted to such person shall terminate immediately
and shall not thereafter be exercisable.


 


6.10        
Employment Rights. Nothing in the Plan or in any Stock Option Agreement
shall confer on any person any right to continue in the employ of the Company
or any of its Subsidiaries, or shall interfere in any way with the right of the
Company or any of its Subsidiaries to terminate such person’s employment at any
time.


 


6.11        
Certain Successor Options. To the extent not inconsistent with the terms,
limitations and conditions of Code Section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary
to preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code Section 424(a).


 


6.12        
Forfeiture by Order of Regulatory Agency. If the Company’s or any of its
financial institution Subsidiaries’ capital falls below the minimum
requirements contained in 12 CFR 3 or below a higher requirement as determined
by the Company’s or such Subsidiary’s primary bank regulatory agency, such
agency may direct the Company to require Optionees to exercise or forfeit some
or all of their Options. All options granted under this Plan are subject to the
terms of any such directive.


 


6.13        
Effect of a Corporate Transaction. All Options, to the extent outstanding
at the time of a Corporate Transaction but not otherwise fully exercisable,
shall automatically accelerate so that the Options shall, immediately prior to
the effective date of the Corporate Transaction, become exercisable for all
shares at the time subject to such Options and may be exercised for any or all
of those shares as fully vested shares of Stock.


 


ARTICLE
VII


STOCK
CERTIFICATES


 


The Company shall not be
required to issue or deliver any certificate for shares of Stock purchased upon
the exercise of any Option granted hereunder or any portion thereof prior to
fulfillment of all of the following conditions:


 


(a)          
The admission of such shares to listing on all stock exchanges on which the
Stock is then listed;


 


(b)          
The completion of any registration or other qualification of such shares which
the Committee shall deem necessary or advisable under any federal or state law
or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body;


 


(c)          
The obtaining of any approval or other clearance from any federal or state
governmental agency or body which the Committee shall determine to be necessary
or advisable; and


 


(d)          
The lapse of such reasonable period of time following the exercise of the
Option as the Board from time to time may establish for reasons of
administrative convenience.


 


10

















 


Stock certificates issued
and delivered to Optionees shall bear such restrictive legends as the Company
shall deem necessary or advisable pursuant to applicable federal and state
securities laws. The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Stock pursuant to Options shall relieve the
Company of any liability with respect to the non-issuance or sale of the Stock
as to which such approval shall not have been obtained. However, the Company shall
use its best efforts to obtain all such approvals.


 


ARTICLE
VIII


TERMINATION
AND AMENDMENT


 


8.1          
Termination and Amendment. The Board may at any time terminate the Plan;
provided, however, that the Board (unless its actions are approved or ratified
by the shareholders of the Company within twelve months of the date that the
Board amends the Plan) may not amend the Plan to:


 


(a)   Increase
the total number of shares of Stock issuable pursuant to Incentive Stock
Options under the Plan, except as contemplated in Section 5.2 hereof; or


 


(b)   Change
the class of employees eligible to receive Incentive Stock Options that may
participate in the Plan.


 


8.2          
Effect on Optionee’s Rights. No termination, amendment, or modification of
the Plan shall affect adversely a Optionee’s rights under a Stock Option
Agreement without the consent of the Optionee or his legal representative.


 


ARTICLE
IX


RELATIONSHIP
TO OTHER COMPENSATION PLANS


 


The adoption of the Plan
shall not affect any other stock option, incentive, or other compensation plans
in effect for the Company or any of its Subsidiaries; nor shall the adoption of
the Plan preclude the Company or any of its Subsidiaries from establishing any
other form of incentive or other compensation plan for employees or Directors
of the Company or any of its Subsidiaries.


 


ARTICLE
X


MISCELLANEOUS


 


10.1        
Replacement or Amended Grants. At the sole discretion of the Committee, and
subject to the terms of the Plan, the Committee may modify outstanding Options
or accept the surrender of outstanding Options and grant new Options in
substitution for them. However no modification of an Option shall adversely
affect a Optionee’s rights under a Stock Option Agreement without the consent
of the Optionee or his legal representative.


 


10.2        
Forfeiture for Competition. If a Optionee provides services to a competitor
of the Company or any of its Subsidiaries, whether as an employee, officer,
director, independent contractor, consultant, agent, or otherwise, such services
being of a nature that can reasonably be expected to involve the skills and
experience used or developed by the Optionee while an Employee, then that


 


11

















 


Optionee’s rights under
any Options outstanding hereunder shall be forfeited and terminated subject in
each case to a determination to the contrary by the Committee.


 


10.3        
Leave of Absence. Unless provided otherwise in a particular Stock Option
Agreement, the following provisions shall apply upon an Optionee’s commencement
of an authorized leave of absence:


 


(a)          
The exercise schedule in effect for such Option shall be frozen as of the first
day of the authorized leave, and the Option shall not become exercisable for
any additional installments of shares of Stock during the period Optionee
remains on such leave.


 


(b)          
Should the Optionee resume active Employee status within 60 days after the
start date of the authorized leave, Optionee shall, for purposes of the
applicable exercise schedule, receive service credit for the entire period of
such leave. If the Optionee does not resume active Employee status within such
60-day period, then no service credit shall be given for the entire period of
such leave.


 


(c)          
If the Option is an Incentive Stock Option, then the following additional
provision shall apply:


 


If the
leave of absence continues for more than three months, then the Option shall
automatically convert to a Non-Incentive Stock Option under the Federal tax
laws upon the expiration of such three-month period, unless the Optionee’s
reemployment rights are guaranteed by statute or written agreement. Following
any such conversion of the Option, all subsequent exercises of the Option,
whether effected before or after Optionee’s return to active Employee status,
shall result in an immediate taxable event, and the Company shall be required
to collect from Optionee the Federal, state and local income and employment
withholding taxes applicable to such exercise.


 


(d)          
In no event shall the Option become exercisable for any additional shares or
otherwise remain outstanding if Optionee does not resume Employee status prior
to the Expiration Date of the option term.


 


10.4        
Plan Binding on Successors. The Plan shall be binding upon the successors
and assigns of the Company.


 


10.5        
Headings, etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they do not constitute part
of the Plan.


 


10.6        
Section 16 Compliance. With respect to Section 16 Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors 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 void to the extent permitted by law and deemed advisable by
the Committee. In addition, if necessary to comply with Rule 16b-3 with
respect to any grant of an Option hereunder, and in addition to any other
vesting or holding period specified hereunder or in an applicable Stock Option
Agreement, any Section 16 Insider acquiring an Option shall be required to
hold either the Option or the underlying shares of Stock obtained upon exercise
of the Option for a minimum of six months.


 


IN WITNESS WHEREOF, the
Company has caused this Plan to be executed as of


 


12

















 


                    ,
2007, in accordance with the authority provided by the Board of Directors.


 


 


	
   

  	
  Congaree Bancshares, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Franklin
  H. Ray, Jr.

  
	
   

  	
   

  	
  Title:
    Chief Executive Officer

  
				



 


13

















 


Exhibit A


 


TO THE


CONGAREE
BANCSHARES, INC.


2007 Stock
Incentive PLAN


 


NOTICE
OF EXERCISE


 


The undersigned hereby
notifies Congaree Bancshares, Inc. (the “Company”) of this election
to exercise the undersigned’s stock option to purchase
                 
shares of the Company’s common stock, no par value (the “Common Stock”),
pursuant to the Stock Option Agreement (the “Agreement”) between the
undersigned and the Company
dated                             ,
20                       .
Accompanying this Notice is (1) a certified or a cashier’s check in the
amount of $        payable to the
Company, and/or (2)                               
shares of the Company’s Common Stock presently owned by the undersigned and
duly endorsed or accompanied by stock transfer powers, having an aggregate Fair
Market Value (as defined in the Congaree Bancshares, Inc. 2007 Stock
Incentive Plan) as of the date hereof of
$                                    ,
such amounts being equal, in the aggregate, to the purchase price per share set
forth in Section 3 of the Agreement multiplied by the number of shares
being purchased hereby (in each instance subject to appropriate adjustment
pursuant to Section 5.2 of the Agreement).


 


IN WITNESS WHEREOF, the
undersigned has set his hand and seal, this     day
of         ,
20                  .


 


	
   

  	
  OPTIONEE [OR OPTIONEE’S
  ADMINISTRATOR,

  
	
   

  	
  EXECUTOR OR PERSONAL
  REPRESENTATIVE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Position (if other than
  Optionee):

  	
   

  
	
   

  	
   

  
				



 

















 


EXHIBIT B


to


CONGAREE
BANCSHARES, INC.


2007 STOCK
INCENTIVE PLAN


Form of
Employee Stock Option Agreement Certificate


 

















 


Congaree
Bancshares, Inc.


 


STOCK
OPTION CERTIFICATE


 


[Insert Name]


 


Congaree
Bancshares, Inc., a South Carolina corporation (the “Company”),
hereby grants to the optionee named above (the “Optionee”) an option (this “Option”)
to purchase the total number of shares shown below of Common Stock of the
Company (the “Shares”) at the exercise price per share set forth below (the “Exercise
Price”), subject to all of the terms and conditions on the reverse side of this
Stock Option Certificate and in the Company’s 2007 Stock Incentive Plan (the “Plan”),
which are incorporated herein by reference. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Plan.


 


By
signing below, the Optionee acknowledges:


 


1. Receipt of the
Prospectus; and


 


2. Receipt of a copy of
the Plan, represents that he or she has read and understands the terms and
provisions of the Plan, and accepts this Option subject to all the terms and
conditions of the Plan and this Stock Option Certificate.


 


3. Receipt of or access
to the Form 10-K on the company’s web site, at www.companyname  under
(name location of where can be found, access to the Company’s web site; and
consent to receiving a copy of the Form 10-K electronically.


 


4. That there may be
adverse tax consequences upon exercise of this Option or disposition of the
Shares and that he or she should consult a tax adviser prior to such exercise
or disposition.


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Optionee Name:

  	
  (NAME OF EMPLOYEE)

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
				



 


This Option (Check
One)    x is
    o is not an
Incentive Stock Option


 


No. of Shares
Subject to Option:   (NO OF SHARES)


 


Exercise Price Per
Share:   $   (DOLLAR AMT)


 


Expiration
Date:   FILL IN DATE


 


Date of
Grant:   FILL IN DATE


 


Shares
subject to issuance under this Option shall be eligible for exercise according
to the following vesting schedule, subject to the conditions set forth on the
reverse side of this Stock Option Certificate:


 


Vesting
Schedule


 


	
  Date

  	
   

  	
  No. of Shares

  
	
   

  	
   

  	
   

  
	
  Month, Day, Year

  	
   

  	
  —

  
	
  Month, Day, Year

  	
   

  	
  —

  
	
  Month, Day, Year

  	
   

  	
  —

  
	
  Month, Day, Year

  	
   

  	
  —

  



 


In Witness Whereof, this
Stock Option Certificate has been executed by the Company by a duly authorized
officer as of the date of grant.


 


(Name
of Company)


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  
	
  Franklin
  H. Ray, Jr.

  



 


Title: Chief Executive
Officer and President


 


PLEASE RETURN ONE SIGNED
COPY OF THIS AGREEMENT TO:


 


(Name of Company),
Corporate Secretary’s Office, (Street), City, State, ZipCode


 


This
is not a stock certificate or a negotiable instrument.


 

















 


1. Exercise Terms.
The Optionee must exercise the Option for at least the lesser of 100 shares or
the number of shares of Purchasable Stock as to which the Option remains
unexercised. If this Option is not exercised with respect to all or any part of
the shares subject to this Option prior to its expiration, the shares with
respect to which this Option was not exercised shall no longer be subject to
this Option.


 


2. Restrictions on
Transferability. No Option shall be transferable by an Optionee other than
by will or the laws of descent and distribution or pursuant to a Qualified
Domestic Relations Order. During the lifetime of an Optionee, Options shall be
exercisable only by such Optionee (or by such Optionee’s guardian or legal
representative, should one be appointed). The shares purchased pursuant to the
exercise of an Incentive Stock Option shall not be transferred by the Optionee
except pursuant to the Optionee’s will, or the laws of descent and
distribution, until such date which is the later of two years after the grant
of such Incentive Stock Option or one year after the transfer of the shares to
the Optionee pursuant to the exercise of such Incentive Stock Option.


 


3. Termination of
Employment. (a)  In the event of the termination of the Optionee’s
employment with the Company or any of its Subsidiaries, other than a
termination that is either (i) for cause, (ii) voluntary on the part
of the Optionee and without written consent of the Company, or (iii) for
reasons of death or disability or retirement, the Optionee may exercise this
Option at any time within three months after such termination to the extent of
the number of shares which were Purchasable hereunder at the date of such
termination. At the end of this three month period, this Option, to the extent
not previously exercised, shall terminate immediately and shall not thereafter be
or become exercisable.


 


(b)  In the event of
a termination of the Optionee’s employment that is either (i) for cause or
(ii) voluntary on the part of the Optionee and without the written consent
of the Company, this Option, to the extent not previously exercised, shall
terminate immediately and shall not thereafter be or become exercisable.


 


(c)  In the event of
termination of employment because of the Optionee’s Permanent and Total
Disability, the Optionee (or his or her personal representative) may exercise
this Option within a period ending on the earlier of (i) the last day of
the one year period following the Optionee’s Permanent and Total Disability or (ii) the
expiration date of this Option, to the extent of the number of shares which
were Purchasable hereunder at the date of such termination.


 


(d)  Subject to Section 5
below, in the event of the retirement of the Optionee after a minimum of five
years of employment or the age of 55 (whichever occurs first), the Optionee
shall continue to have the right to exercise any options for shares which were
Purchasable at the date of the Optionee’s retirement if within 10 days
following the date of retirement the Optionee enters into a non-compete
agreement in the form specified by the Company (or, if the Optionee has an
existing agreement with the Company containing a non-compete provision, if the
Optionee acknowledges and confirms the continuing effectiveness of such
agreement) and the Optionee continues to comply with such non-compete
agreement. The Optionee acknowledges that any incentive stock options may
become nonqualified stock options upon the extension of the term as described
in this Section.


 


(e)  In the event of
the Optionee’s death while employed by the Company or any of its Subsidiaries
or within three months after a termination of such employment (if such
termination was neither (i) for cause nor (ii) voluntary on the part
of the Optionee and without the written consent of the Company), the
appropriate persons described in Section 4 hereof or persons to whom all
or a portion of this Option is transferred in accordance with Section 2
hereof may exercise this Option at any time within a period ending on the
earlier of (a) the last day of the one year period following the Optionee’s
death or (b) the expiration date of this Option. If the Optionee was an
employee of the Company at the time of death, this Option may be so exercised
to the extent of the number of shares that were Purchasable hereunder at the
date of death. If the Optionee’s employment terminated prior to his or her
death, this Option may be exercised only to the extent of the number of shares
covered by this Option which were Purchasable hereunder at the date of such
termination.


 


4. Notice of Exercise.
This Option may be exercised by the Optionee, by a written notice signed by the
Optionee and delivered or mailed to the Company as specified in this Agreement
to the attention of the President or such other officer as the Company may
designate. Any such notice shall (a) specify the number of shares of Stock
which the Optionee then elects to purchase hereunder, (b) contain such
information as may be reasonably required by the Company pursuant to this
Agreement, and (c) be accompanied by (i) a certified or cashier’s
check payable to the Company in payment of the total Exercise Price applicable
to such shares as provided herein, (ii) shares of stock owned by the
Optionee and duly endorsed or accompanied by stock transfer powers having a
Fair Market Value equal to the total Exercise Price applicable to such shares
purchased hereunder, or (iii) a certified or cashier’s check accompanied
by the number of shares of stock where Fair Market Value when added to the
amount of the check equal the total Exercise Price applicable to such shares
purchased hereunder. Upon receipt of any such notice and accompanying payment,
and subject to the terms hereof, the Company agrees to issue to the Optionee
stock certificates for the number of shares specified in such notice registered
in the name of the person exercising this Option. In the event of the Optionee’s
death or Permanent and Total Disability, the Option may be exercised as
described above by, and the Option shall be granted in the name of, the
Optionee’s administrators, executors or personal representatives.


 


5. Forfeiture. (a) The
forfeiture provisions described Section 5(b) below will be triggered (i) if
the Optionee breaches any noncompetition, nonsoliciation, or similar provision
of an agreement then in effect between the Optionee and the Company or any of
its subsidiaries or (ii) if the Optionee is not then subject to any such
agreement, then if at any time within the later of (x) one year after 


 

















 


termination of the
Optionee’s employment or (y) one year after the Optionee’s exercise of any
portion of this Option, the Optionee engages in any of the Forfeiture
Activities. “Forfeiture Activity” for purposes of clause (ii) above shall
include (A) the provision of services to a competitor of the Company or
any of its subsidiaries within any county that the Company has an office or
operates a branch, whether as an employee, officer, director, independent
contractor, consultant, agent, or otherwise, such services being of a nature
that can reasonably be expected to involve the skills and experience used or developed
by the Optionee while an Employee; (B) any activity which constitutes a
violation of any confidentiality or similar provision of any agreement between
the Company and the Optionee or violation by the Optionee of any Company
policies pertaining to such matters; or (c) any activity which is
inimical, contrary, or harmful to the interests of the Company (including
conduct related to the Optionee’s employment for which either criminal or civil
penalties against the Optionee may be sought or violation of the Company’s
policies, including the Company’s insider trading policy).


 


(b)  If the
forfeiture provisions are triggered pursuant to Section 5(a) above,
then (i) this Option shall terminate effective the date on which the
Optionee breaches the agreement or engages in the Forfeiture Activity, unless
terminating sooner by operation of another term or condition of this Option or
the Plan, and (ii) any Option Gain realized by the Optionee from
exercising all or a portion of this Option within the preceding year shall be
paid by the Optionee to the Company. “Option Gain” shall mean the gain
represented by the mean market price on the date of exercise over the Exercise
Price, multiplied by the number of shares purchased through exercise of the
Option, without regard to any subsequent market price decrease or increase, but
net of any taxes actually paid on the gain.


 


(c)  By accepting
this Agreement, the Optionee consents to a deduction from any amounts the
Company owes the Optionee from time to time (including amounts owed as wages or
other compensation, fringe benefits, or vacation pay), to the extent of the
amounts the Optionee owes the Company under this Section. Whether or not the
Company elects to make any set-off in whole or in part, if the Company does not
recover by means of set-off the full amount owed by the Optionee to the
Company, calculated as set forth above, the Optionee shall pay immediately the
unpaid balance to the Company. The Optionee hereby appoints the Company as its
attorney-in-fact to execute any documents or do any acts necessary to exercise
its rights under this Section.


 


(d)  The Optionee
may be released from its obligations under this Section only if the Board
of  Directors (or its duly appointed agent) determines in its sole
discretion that such action is in the best interests of the Company.


 


6. Vesting and
Exercise of Shares. This Option shall vest and become exercisable in
accordance with the vesting schedule set forth on the front of this Stock
Option Certificate if the Option has not been terminated prior to such date
pursuant to Section 3. However, the Option shall not continue to vest
during the limited period of exercisability following the Optionee’s
termination of employment provided for in Section 3 above. During such
period, the Option may only be exercised with respect to the number of shares
for which it was exercisable at the time of such termination of employment.
After vesting, the Option may be exercised with respect to the vested shares at
any time until the Expiration Date if the Option has not been terminated prior
to such date pursuant to Section 3.


 


7. Compliance with
Regulatory Matters. The Optionee acknowledges that the issuance of capital
stock of the Company is subject to limitations imposed by federal and state law
and the Optionee hereby agrees that the Company shall not be obligated to issue
any shares of Stock upon exercise of this Option that would cause the Company
to violate any law or any rule, regulation, order or consent decree of any
regulatory authority (including without limitation the Securities and Exchange
Commission) having jurisdiction over the affairs of the Company. Regulators of
the Company or any of its Subsidiaries may direct the Company to require the
Optionee to exercise or forfeit some of all of this Option if the Company’s or
any of its Subsidiaries’ capital falls below minimum regulatory requirements.
The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to determine
whether the issuance of stock complies with the provisions described by this
Section.


 


8. Miscellaneous. (a) The
number of Shares subject to this Option, the Exercise Price, and other matters
are subject to adjustment during the term of this Option in accordance with Section 5.2
of the Stock Incentive Plan.


 


(b)  This agreement
shall be binding upon the parties hereto and their representatives, successors
and assigns.


 


(c)  This Agreement
is executed and delivered in, and shall be governed by the laws of, the State
of South Carolina.


 


(d)  Any requests or
notices to be given hereunder shall be deemed given, and any elections or
exercises to be made or accomplished shall be deemed made or accomplished, upon
actual delivery thereof to the designated recipient, or three days after
deposit thereof in the United States mail, registered, return receipt requested
and postage prepaid, addressed, if to the Optionee, at the address set forth on
the reverse side of this Stock Option Certificate and, if to the Company, to
the address of its then current executive offices.


 


(e)  This Agreement
may not be modified except in writing executed by each of the parties hereto.


 


(f)  This Option
does not confer upon the Optionee any right with respect to continuance of employment
by the Company or by any of its Subsidiaries. This Option shall not be affected
by any change of employment so long as the Optionee continues to be an employee
of the Company or one of its Subsidiaries