ex10_1.htm


    
      

    

    Exhibit
      10.1

    


    SOUTHEASTERN
      BANK FINANCIAL CORPORATION

    DIRECTOR
      STOCK PURCHASE PLAN

    


    1.           
      Purpose.  The
      purpose of the Southeastern Bank Financial Corporation Director Stock Purchase
      Plan (the “Plan”) is to provide non-employee directors of Southeastern Bank
      Financial Corporation (the “Company”) and its wholly-owned subsidiaries with an
      opportunity to acquire an interest in the Company through the purchase of Common
      Stock.

    


    2.           
      Eligibility.

    


    (a)           
      An Eligible Director may become an active participant in the Plan as of an
      Offering Period, to the extent provided in Paragraph 4 below, if he or she
      continues to serve in the capacity of an Eligible Director immediately prior
      to
      the first day of the Offering Period.

    


    (b)           
      An otherwise Eligible Director person shall cease to a participant upon the
      earliest to occur of:

    


    (i)  the
      date of a withdrawal under Paragraph 9(a) or (b) below; or

    


    (ii)
      the
      date the director ceases to be an Eligible Director.

    


    3.           
      Offering
      Period.  Each Offering Period will begin on the first day of
      that period described (the “Beginning Date”) and end on the last day of that
      period (the “Ending Date”).

    


    4.           
      Participation. The
      Company will make available to each Eligible Director an election form (the
      “Election Form”) which must be completed to effect his or her right to commence
      active participation in the Plan.  An Eligible Director may become an
      active participant for an Offering Period by completing the Election Form and
      delivering same to the Company at least one day prior to the appropriate
      Beginning Date (except, with respect to the Beginning Date for the Offering
      Period commencing January 1, 2008, such later date as is administratively
      feasible as determined by the Plan Administrator (as defined in Paragraph 11
      below)).

    


    A
      participant will be deemed to have
      elected to participate in each subsequent Offering Period following his or
      her
      initial election to participate for an Offering Period unless:

    


    (a)           
      a written withdrawal notice is delivered to the Plan Administrator at least
      one
      week prior to the Beginning Date of an immediately succeeding Offering Period
      for which the participant desires to withdraw from active participation;
      and

    


     (b)           provides
      other information in accordance with the procedures designated by the Plan
      Administrator.

    


    A
      participant who has elected not to
      participate in an Offering Period may resume active participation in the same
      manner and pursuant to the same rules as any otherwise Eligible Director making
      an initial election to participate in the Plan; provided his or her status
      as an
      otherwise Eligible Director remains in effect.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           
      Method of
      Payment.  A participant who elects to participate for any
      Offering Period(s) may contribute to the Plan through a reduction of the
      Director Fees otherwise payable to him or her, as follows:

    


    (a)           
      A participant shall elect on his or her Election Form to have all or any portion
      of his or her Director Fees otherwise payable during the Offering Period (and
      any subsequent Offering Period), expressed as a whole dollar amount not less
      than $500.00, applied to the purchase of Common Stock for the Offering
      Period.

    


    (b)           
      All deductions made from a participant’s Director Fees shall be credited to a
      bookkeeping account under the Plan.  All such deductions shall be
      commingled with the general assets of the Company and no separate fund shall
      be
      established.  Participants accounts are solely for bookkeeping
      purposes and the Company shall not be obligated to pay interest on any such
      deductions.

    


    (c)           
      A participant may not alter the rate of Director Fee deductions during the
      Offering Period; however, an existing participant may change the rate of
      Director Fee deductions effective for the immediately succeeding Offering Period
      by filing a revised Election Form within the same deadline as applies to new
      participants for that Offering Period.

    


    6.           
      Purchases of Common Stock.

    


    (a)           
      For each Offering Period, the purchase price of shares of Common Stock to be
      purchased with a participant’s Director Fee deductions shall be the fair market
      value of a share of Common Stock on the applicable Ending Date (the “Purchase
      Price”).

    


    (b)           
      For purposes of this Paragraph 6, the fair market value of a share of Common
      Stock on an Ending Date shall be determined as follows: (i) if the Common Stock
      is traded on a national securities exchange, the closing sale price on that
      date
      or the immediately preceding trading date if the Ending Date is not a trading
      date; (ii) if the Common Stock is not traded on any such exchange, the closing
      sale price for such date as reported by Nasdaq; (iii) if no such closing sale
      price information is available on the national securities exchange or Nasdaq,
      the closing sale price as reported by the national securities exchange or Nasdaq
      within a reasonable period prior to such date; or (iv) if there are no such
      closing sale price within a reasonable period, the determination of fair market
      value shall be determined by the Plan Administrator taking into account material
      facts and circumstances pertinent to such determination.

    


    7.           
      Exercise of Purchase
      Rights.  Unless a timely withdrawal has been effected pursuant
      to Paragraph 9 below, a participant’s rights for the purchase of shares of
      Common Stock during an Offering Period will be automatically exercised on the
      Ending Date for that Offering Period for the purchase of the maximum number
      of
      full shares which the sum of the Director Fee deductions credited to the
      participant’s account on that Ending Date can purchase at the Purchase Price,
      plus the sum of any Excess Cash (as defined in Paragraph 8 below) carried over
      from the immediately preceding Offering Period.

    


    8.           
      Delivery.  As
      soon as administratively feasible after the end of each Ending Date, the Company
      shall deliver to a custodian designated by the Plan Administrator, the shares
      of
      Common Stock purchased upon the exercise of the purchase rights.  No
      less frequently than annually, at such times as the Plan Administrator shall
      prescribe, a participant may elect to have such shares delivered to the
      participant or to an account established by the participant with any brokerage
      firm.  The disposition of any payroll deductions credited to a
      participant’s account during the Offering Period not used for the purchase of
      shares (the “Cash Excess”) shall be as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)           
      If the participant has elected to withdraw from the Plan as of the end of the
      Offering Period, the Plan Administrator shall deliver the Cash Excess to the
      participant.

    


    (b)           
      If the participant has not elected to withdraw from the Plan as of the end
      of
      the Offering Period, the Cash Excess shall be applied to the purchase of shares
      of Common Stock in the immediately succeeding Offering Period.

    


    A
      participant may not direct the Plan
      Administrator to sell any shares of Common Stock credited to his or her Plan
      account, regardless of whether such shares are otherwise immediately deliverable
      to him or her.  The cost of any disposition of shares of Common Stock
      acquired through participation in the Plan shall be the sole responsibility
      of
      the participant.

    


    9.           
      Withdrawal.

    


    (a)           
      A participant will be deemed to have elected to participate in each subsequent
      Offering Period following his or her initial election to participate in the
      Plan, unless (i) a written withdrawal notice is delivered to the Plan
      Administrator at least one week prior to the Beginning Date of an immediately
      succeeding Offering Period for which the participant desires to withdraw from
      the Plan and, (ii) provides any other information in accordance with the
      procedures designated by the Plan Administrator.

    


    (b)           
      A participant who for any reason ceases to be an Eligible Director during an
      Offering Period prior to its Ending Date will be deemed to have requested a
      withdrawal from the Plan as of the date he or she ceases to be an Eligible
      Director. Upon the withdrawal of a participant from the Plan under the terms
      of
      this Paragraph 9(b) during an Offering Period, the participant’s unexercised
      purchase rights under this Plan shall immediately terminate.  Except
      as provided in this Paragraph 9(b), a participant may not effect a withdrawal
      during an Offering Period.

    


    (c)           
      In the event a participant withdraws or is deemed to have withdrawn from the
      Plan under this Paragraph, all Director Fee deductions and all shares of Company
      Stock credited to the participant’s account will be paid to the participant or,
      in the event of death, to the person or persons entitled thereto under the
      terms
      of Paragraph 12, as soon as administratively feasible after the end of the
      Offering Period in which or at the end of which the withdrawal is deemed to
      have
      occurred, unless, if applicable, such an inactive participant becomes an active
      participant again prior to the distribution of his or her account.

    


    (d)           
      A participant who has elected to withdraw from the Plan but who continues to
      be
      an otherwise Eligible Director may resume participation in the same manner
      and
      pursuant to the same rules as any Eligible Director making an initial election
      to participate in the Plan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.           
      Common Stock.

    


    (a)           
      The maximum number of shares of Common Stock to be sold to participants under
      the Plan shall be 25,000 shares, subject to adjustment upon changes in
      capitalization of the Company as provided in Paragraph 14 below. The shares
      of
      Common Stock to be sold to participants under the Plan may, at the election
      of
      the Company, include treasury shares, shares originally issued for such purpose,
      or shares purchased in the open market. If the total number of shares of Common
      Stock then available under the Plan for which purchase rights are to be
      exercised in accordance with Paragraph 7 exceeds the number of such shares
      then
      available under the Plan, the Company shall make a pro rata allocation of the
      shares available in as nearly a uniform manner as shall be practicable and
      as it
      shall determine to be equitable. If purchase rights expire or terminate for
      any
      reason without being exercised in full, the unpurchased shares subject to the
      rights shall again be available for the purposes of the Plan.

    


    (b)           
      A participant will have no interest in shares of Common Stock covered by his
      or
      her purchase rights until such rights have been exercised.

    


    (c)           
      Shares to be delivered to a participant under the Plan will be registered in
      the
      name of the participant.

    


    11.           
      Administration.  The
      Plan shall be administered by the Plan Administrator.  The Plan
      Administrator shall be vested with full authority to make, administer and
      interpret such rules and regulations as it deems necessary to administer the
      Plan, and any determination or action of the Plan Administrator in connection
      with the interpretation or administration of the Plan shall be final and binding
      upon all participants and any and all persons claiming under or through any
      participant.

    


    12.           
      Designation of
      Beneficiary.

    


    (a)           
      A participant may file with the Plan Administrator a written designation of
      a
      beneficiary who is to receive any cash to his or her credit under the Plan
      in
      the event of the participant's death before an Ending Date, or any shares of
      Common Stock and cash to his or her credit under the Plan in the event of the
      participant's death on or after an Ending Date but prior to the delivery of
      such
      shares and cash. A beneficiary may be changed by the participant at any time
      by
      notice in writing to the Plan Administrator.

    


    (b)           
      Upon the death of a participant and upon receipt by the Company of the proof
      the
      identity and existence at the time of the participant’s death of a beneficiary
      designated by the participant in accordance with the immediately preceding
      Subparagraph, the Company shall deliver such shares or cash, or both, to the
      beneficiary.  In the event a participant dies and is not survived by a
      then living or in existence beneficiary designated by him in accordance with
      the
      immediately preceding Subparagraph, the Company shall deliver such shares or
      cash, or both, to the personal representative of the estate of the deceased
      participant.  If to the knowledge of the Company no personal
      representative has been appointed within ninety (90) days following the date
      of
      the participant’s death, the Company, in its discretion, may deliver such shares
      or cash, or both, to the surviving spouse of the deceased participant, or to
      any
      one or more dependents or relatives of the deceased participant, or if no
      spouse, dependent or relative is known to the Company, then to such other person
      as the Company may designate.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           
      No designated beneficiary shall, prior to the death of the participant by whom
      the beneficiary has been designated, acquire any interest in the shares or
      cash
      credited to the participant under the Plan.

    


    
      13.    Transferability.  Neither
        payroll deductions credited to a participant’s account nor any rights with
        regard to the exercise or purchase rights or to receive any shares under
        the
        Plan may be assigned, transferred, pledge or otherwise disposed of in any
        way by
        the participant.  Any attempted assignment, transfer, pledge or other
        disposition shall be without effect, except that the Company may treat such
        act
        as an election to withdraw funds in accordance with Paragraph 9 above.


    

    


    
      14.    Adjustments
        Upon Changes in
        Capitalization.  In the event that the outstanding shares of
        Common Stock are hereafter increased or decreased or changed into or exchanged
        for a different number or kind of shares or other securities of the Company
        by
        reason of a recapitalization, reclassification, stock split, combination
        of
        shares or dividend payable in shares of Common Stock, an appropriate adjustment
        shall be made by the Plan Administrator to the number and kind of shares
        available for the granting of purchase rights.  All adjustments made
        by the Plan Administrator under this Paragraph shall be conclusive.


    

    


    
      	
              Subject
                to any required action by the shareholders, if the Company shall
                be a
                party to any reorganization involving merger or consolidation with
                respect
                to which the Company will not be the surviving entity or acquisition
                of
                substantially all of the stock or assets of the Company, the Plan
                Administrator in its discretion (a) may declare the Plan’s termination in
                the same manner as if the Board of Directors of the Company had terminated
                the Plan pursuant to Paragraph 15 below, or (b) may declare that
                any
                purchase rights granted hereunder shall pertain to and apply with
                appropriate adjustment as determined by the Plan Administrator to
                the
                securities of the resulting corporation to which a holder of the
                number of
                shares of Common Stock subject to such rights would have been entitled.
                

            


    

    


    
      	
              The
                grant of purchase rights pursuant to the Plan shall not affect in
                any way
                the right or power of the Company to make adjustments, reclassifications,
                reorganizations or changes of its capital or business structure or
                to
                merge or to consolidate or to dissolve, liquidate or sell, or transfer
                all
                or any part of its business or assets.


            


    

    


    
      15.    Amendment
        or
        Termination.  The Board of Directors of the Company may at any
        time terminate or amend the Plan.  The cash balances and shares of
        Common Stock credited to participants’ accounts as of the date of any Plan
        termination shall be delivered to those participants as soon as administratively
        feasible following the effective date of the Plan’s termination.


    

    


    
      16.    Notices.  All
        notices or other communications by a participant to the Plan Administrator
        under
        or in connection with the Plan shall be deemed to have been duly given when
        received by the Secretary of the Company or when received in the form specified
        by the Company at the location, or by the person, designated by the Company
        for
        the receipt thereof. 

    

    


    
      17.    No
        Contract. This Plan shall
        not be deemed to constitute a contract between the Company or any subsidiary
        and
        any Eligible Director.  Nothing contained in this Plan shall be deemed
        to give any director the right to be retained in the service of the Company
        or
        any subsidiary. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      18.    Waiver.  No
        liability whatever shall attach to or be incurred by any past present or
        future
        shareholders, officers or directors, as such, of the Company or any subsidiary,
        under or by reason of any of the terms, conditions or agreements contained
        in
        this Plan or implied the reform, and any and all liabilities of, and any
        and all
        rights and claims against, the Company or any subsidiary, or any shareholder,
        officer or director as such, whether arising at common law  or in
        equity or created by statute or constitution or otherwise, pertaining to
        this
        Plan, are hereby expressly waived and released by every eligible director
        as a
        part of the consideration for any benefits by the Company under this Plan.
        

    

    


    
      19.    Securities
        Law
        Restrictions.  Shares of Common Stock shall not be issued under
        the Plan unless (a) the exercise of the related purchase rights and the issuance
        and delivery of the shares pursuant thereto shall comply with all applicable
        provisions of law, domestic or foreign, including, without limitation, the
        Securities Act of 1933, as amended, and any rules and regulations promulgated
        pursuant to such laws and with the requirements of any stock exchange upon
        which
        the shares may then be listed; and (b) the express approval of counsel for
        the
        Company with respect to such compliance is first obtained.  The
        Company reserves the right to place an appropriate legend on any certificate
        representing shares of Common Stock issuable under the Plan with any such
        legend
        reflecting restrictions on the transfer of the shares as may be necessary
        to
        assure the availability of applicable exemptions under federal and state
        securities laws. 

    

    


    20.           
      Definitions.  As
      used in this Plan, the following terms shall have the meanings ascribed to
      them
      below:

    


    (a)           
      “Common Stock” means shares of the Company’s common stock, $3.00 par value per
      share.

     

    (b)           
      “Director Fees” means the monthly retainer fees and board and committee meeting
      fees payable to an Eligible Director for his or her services as a member of
      the
      Board of the Directors of the Company and, if applicable, as a member of the
      board of directors of any wholly-owned subsidiary of the
      Company.  Director Fees shall not include reimbursements for business
      expenses incurred by an Eligible Director.

    


    (c)           
      “Eligible Director” means any non-employee member of the Board of Directors of
      the Company and any non-employee member of the board of directors of any
      wholly-owned subsidiary of the Company.

    


    (d)           
      “Offering Period” means each calendar quarter beginning with the calendar
      quarter commencing January 1, 2008 and each calendar quarter thereafter until
      the Plan is otherwise amended or terminated.

    


    (e)           
      “Plan Administrator” means the Compensation Committee of the Board Directors of
      the Company.