Exhibit 10.4


 


FIRST COMMUNITY
CORPORATION


2021 OMNIBUS
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK AWARD AGREEMENT FOR EXECUTIVES


 


THIS
AGREEMENT (“Agreement”) is entered into as of this [Ÿ] day
of [Ÿ] 20[Ÿ], between First
Community Corporation, a South Carolina corporation (“Company”), and [Ÿ]
(“Grantee”).




Background:


 


A.           On March 16, 2021 the Board of Directors of the Company adopted the First Community Corporation 2021 Omnibus Equity Incentive
Plan (the “Plan”), and on May 19, 2021, the Company’s shareholders approved the Plan at the Company’s
2021 Annual Meeting of Shareholders.


 


B.            The Committee of the Company’s Board of Directors duly approved the grant of restricted shares of the Company’s common
stock, par value $1.00 per share (“Common Stock”), to the Grantee on the terms described in this Agreement,
and in consideration of the issuance of such restricted shares, the Grantee intends to remain in the employ of the Company.


 


NOW,
THEREFORE, as an employment incentive and to encourage stock ownership, and also in consideration of the premises and the mutual
covenants contained herein, the Company and the Grantee agree as follows.


 


1.             RESTRICTED STOCK.


1.1           Grant of Restricted Stock.


(a)
The Company hereby grants to the Grantee [Ÿ] shares of Common Stock (the “Restricted
Stock”), subject to the restrictions described in Paragraph 1.2 of this Agreement. As the restrictions set forth in
Paragraph 1.2 of this Agreement lapse in accordance with the terms of this Agreement as to all or a portion of the Restricted
Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement.


(b)
The Company hereby directs that a stock certificate or certificates representing the shares of the Restricted Stock shall be registered
in the name of and issued to the Grantee or that book entries shall be made with respect thereto. Such stock certificate or certificates
or book entries shall be subject to such stop-transfer orders and other restrictions as the Company may deem necessary or advisable
under applicable federal and state securities laws, and the Company may cause legends to be placed on any such certificate or
certificates to make appropriate reference to such restrictions.


(c)
The Company shall not be required to deliver any certificate for shares of Restricted Stock granted under this Plan until all
of the following conditions have been fulfilled:


		(i)	the
                                         admission of such shares to listing on all stock exchanges on which the Common Stock
                                         is then listed (if required);




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		(ii)	the
                                         completion of any registration or other qualification of such shares that the Company
                                         deems necessary or advisable under any federal or state law or under the rulings or regulations
                                         of the U.S. Securities and Exchange Commission or any other governmental regulatory body;
                                         and



		(iii)	the
                                         obtaining of any approval or other clearance from any federal or state governmental agency
                                         or body that the Company determines to be necessary or advisable.



1.2           Restrictions.


(a)
The Grantee shall have all rights and privileges of a shareholder as to the Restricted Stock, including the right to vote, except
that, subject to Paragraph 1.3(b) hereof, the following restrictions shall apply:


		(i)	None
                                         of the Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered
                                         or disposed of during the Restricted Period (as defined below) applicable to such shares,
                                         except pursuant to rules adopted by the Company (if any); and



		(ii)	Except
                                         as otherwise provided in this Agreement or the Plan, the Grantee shall, during the
                                         Restricted Period (defined below), have all of the other rights of a shareholder with
                                         respect to outstanding shares of unvested Restricted Stock awarded to the Grantee including,
                                         but not limited to, the right to vote (in person or by proxy) such shares at any meeting
                                         of shareholders of the Company.



(b) Any
attempt to dispose of Restricted Stock in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.


1.3           Restricted Period.


(a)
Unless this Subparagraph 1.3(a) is crossed out and initialed and other substitute provisions are added and initialed in the blank
space on the following page, the restrictions set forth in Paragraph 1.2 shall apply to the shares of Restricted Stock as follows:


		(i)	The
                                         restricted shares will fully vest as of 12:01 AM on [Ÿ].



		(ii)	The
                                         Grantee shall not receive any cash dividends in respect of Restricted Stock with a record
                                         date prior to the vesting date of such restricted shares;



		(iii)	The
                                         employee must hold at least 50% of the shares granted hereunder, whether restricted shares
                                         or unrestricted shares, until equity ownership guidelines, as defined in Subparagraph
                                         1.3(a)(iv), are met;



		(iv)	The
                                         employee equity ownership guideline, which shall include vested and unvested shares of
                                         Common Stock and shares of Common Stock underlying unvested time-based restricted stock
                                         units outstanding, is equal to a minimum of two times their current annual base salary.
                                         Such ownership shall be determined from time to time by multiplying the employee’s
                                         current annual base salary by two and then dividing the product by the price of the Company’s
                                         common stock. The resulting number of shares will remain fixed for such employee until
                                         otherwise updated for changes in annual base salary and/or stock price, at the sole discretion
                                         of the Committee.




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		(v)	Termination
                                         of Employment: If the Grantee’s employment with the Company or any Subsidiary of
                                         the Company is voluntarily or involuntarily terminated for any reason (other than death,
                                         Permanent and Total Disability, or a Change of Control, in each case, the vesting will
                                         be accelerated and all unvested shares of Restricted Stock that have not been previously
                                         forfeited shall be fully vested as of such event, and other than Retirement) prior to
                                         vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock
                                         shall immediately and automatically be forfeited and returned to the Company. Upon Retirement,
                                         vesting will be pro-rated, and the officer will receive a proportion of shares for the
                                         amount of years worked during the vesting period. For example, if the officer retires
                                         at age 65 and had worked three years out of a five-year vesting period, the officer would
                                         receive 60% of the granted shares (and the remainder would not vest and would immediately
                                         and automatically be forfeited and returned to the Company).



Any date
on which such restrictions lapse with respect to applicable shares of Restricted Stock being referred to in this Agreement as
a “Restriction Termination Date,” with the period from issuance of the Restricted Stock to the Restriction Termination
Date with respect to applicable shares of Restricted Stock being referred to in this Agreement as a “Restricted Period.”
Any periods of leave without pay taken by the Grantee prior to an applicable Restriction Termination Date shall not be treated
as credited service for purposes of vesting the stock, and the applicable Restricted Period shall be extended by the length of
such periods of leave unless the Company, in its sole discretion, finds that a waiver of the extension would be in the best interests
of the Company.


For purposes
of this Agreement, “Retirement” shall have the meaning set forth in the Grantee’s employment agreement
with the Company and/or any Subsidiary as of the grant date of the Restricted Stock or, if the Grantee does not have an employment
agreement that defines retirement, shall mean a voluntary termination of employment by the Grantee that occurs upon or after both
(a) the Grantee’s attainment of age 65 and (b) when Grantee’s years of service to the Company and its Subsidiaries
(such years of service determined in accordance with the rules for determining years of service under the Company’s 401(k)
Plan) is at least 10.1


(b)
Notwithstanding Paragraph 1.2, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests
of the Company, waive in whole or in part any or all remaining restrictions with respect to the Restricted Stock.





 



1
Note to Committee: For purposes of any Restricted Stock award to Tanya A. Butts, the definition of retirement should be
“For purposes of this Agreement, “Retirement” shall have the meaning set forth in the Grantee’s
employment agreement with the Company and/or any Subsidiary as of the grant date of the Restricted Stock or, if the Grantee does
not have an employment agreement that defines retirement, shall mean a voluntary termination of employment by the Grantee that
occurs upon or after both (a) the Grantee’s attainment of age 65 and (b) when Grantee’s years of service to the Company
and its Subsidiaries (such years of service determined in accordance with the rules for determining years of service under the
Company’s 401(k) Plan) is at least 5.”



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1.4           Forfeiture. If the Grantee’s
employment with the Company or any Subsidiary of the Company employing the Grantee on the date of this Agreement shall terminate
for any reason during the Restricted Period with respect to applicable shares of Restricted Stock, all rights of the Grantee to
the then remaining Restricted Stock (and, if applicable, any stock dividends or other stock distributions with respect to such
Restricted Stock) shall terminate and be forfeited (except (i) as provided in Paragraph 1.3(b) or as otherwise determined by the
Company pursuant to Paragraph 1.3(b), or (ii) if the Grantee is then employed by the Company or any Subsidiary of the Company,
in which event this Agreement shall remain in effect until the earlier of a separation from service from the Company or the vesting
date of the Restricted Stock).


1.5          Withholding. Prior to
the receipt of Restricted Stock under this Agreement, the Grantee shall make appropriate arrangements with the Company to provide
for the amount of minimum tax withholding required by law, including without limitation Sections 3102 and 3402 or any successor
section(s) of the Code and applicable state and local income and other tax laws. The Grantee may satisfy any federal, state or
local tax withholding obligation by any of the following means, or by a combination of such means: (a) tendering a cash payment;
(b) authorizing the Company to withhold Shares of Common Stock from the Shares of Common Stock otherwise issuable or deliverable
to the Participant as a result of the vesting of the Restricted Stock; or (c) delivering to the Company previously owned and unencumbered
shares of Common Stock. Unless otherwise approved by the Committee, any withholding taxes in respect of the Restricted Stock shall
be satisfied through the withholding of (including by cancellation of the right to receive) whole vested shares of Common Stock
to which the Grantee is otherwise entitled under this Agreement (provided, however, the Fair Market Value of such Shares withheld
may not exceed the Company’s maximum statutory withholding obligation or, if applicable, such lesser amount as may be necessary
to avoid classification of this award as a liability for financial accounting purposes).


1.6           Conflicts with the Plan. The
Grantee hereby agrees and acknowledges that the Restricted Stock and this Agreement shall be subject to the Plan, which is incorporated
into this Agreement by reference in its entirety. To the extent the terms under this Agreement conflict with the terms of the
Plan, the terms of the Plan shall control. Capitalized terms used but not otherwise defined in this Agreement have the meanings
ascribed to them in the Plan.


 


2.             NOTICES.


All
notices or communications hereunder shall be in writing and addressed as follows:


To
the Company:


First
Community Corporation


5455
Sunset Blvd


Lexington,
South Carolina 29072


Attn:
Corporate Secretary


 


To
the Grantee:


Last
known address of the Grantee as appearing in the Grantee’s personnel records as maintained by the Company.



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3.            ASSIGNMENT.


This
Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Grantee and the assigns and successors
of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation
by the Grantee except as permitted in the Plan.


 




4.             ENTIRE AGREEMENT; AMENDMENT;
TERMINATION.


Except
as provided in Section 1.6 with respect to the Plan, this Agreement represents the entire agreement of the parties with respect
to the subject matter hereof and supersedes all prior written or oral understandings and agreements. Subject to the provisions
of the Plan, this Agreement may be amended or terminated at any time by written agreement of the parties to or as provided herein.
Notwithstanding the previous sentence, the Company reserves the right to amend the terms of this Agreement as may be necessary
or appropriate to avoid adverse tax consequences under Section 409A of the Code or to comply with any requirements under any Company
clawback or recoupment policy regarding incentive compensation (any such policy, including such a policy that may be adopted to
address a specific situation before or after the situation occurs, a “clawback policy”) that may be adopted
by the Company or the Committee and in effect at any time after the date of this Agreement, or “clawback” requirements
under the Sarbanes-Oxley Act of 2002 or the Dodd-Frank Wall Street Reform and Consumer Protection Act to which the Company may
be subject.


 


5.             GOVERNING LAW.


This
Agreement and its validity, interpretation, performance and enforcement shall be governed by the substantive laws of the State
of South Carolina without regard to any rules regarding conflict-of-law or choice-of-law.


 


6.             NO RIGHT TO CONTINUED EMPLOYMENT
OR DIRECTORSHIP; EFFECT ON OTHER PLANS.


This
Agreement shall not, of itself, confer upon the Grantee any right with respect to continuance of employment or directorship by
the Company, nor shall it interfere in any way with the right of the Company to terminate the Grantee’s employment or service
at any time. Income realized by the Grantee pursuant to this Agreement shall not be included in the Grantee’s earnings for
the purpose of any benefit plan of the entity in which the Grantee may be enrolled or for which the Grantee may become eligible
unless otherwise specifically provided for in such plan.


 




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IN WITNESS HEREOF,
the Company and the Grantee have duly executed this Agreement, as of the date written on the first page of this Agreement.


 





	 	FIRST COMMUNITY CORPORATION
	 	 	 
	 	By:	 
	 	Name:	          
	 	Title:	 
	 	 	 
	 	GRANTEE
	 	 	 
	 	Signature:	 
	 	Name:	 
	 		 







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