Exhibit 10.12


 


2009 COASTAL
CAROLINA BANCSHARES, INC.


STOCK
INCENTIVE PLAN


 


ARTICLE I


PURPOSE; EFFECTIVE
DATE; DEFINITIONS


 


1.1                                 Purpose. The Coastal Carolina Bancshares, Inc. Stock
Incentive Plan (the “Plan”) is intended to secure for Coastal Carolina
Bancshares, Inc., a South Carolina corporation (the “Company”), and
its shareholders the benefits of the incentive inherent in common stock
ownership by the employees of the Company who are largely responsible for the
Company’s future growth and continued financial success and to afford such
persons the opportunity to obtain or increase their proprietary interest in the
Company on a favorable basis and thereby have an opportunity to share in its
success.


 


1.2                                 Effective Date. Subject to shareholder approval and required
regulatory approval with respect to the provisions herein related to grants of
restricted stock, the Plan shall become effective as of the date that the
Company’s proposed national bank subsidiary first opens for business (the “Effective
Date”).


 


1.3                                 Definitions. Throughout the Plan, the following
terms shall have the meanings indicated:


(a)                                  “Agreement” shall mean an Option
Agreement or a Restricted Stock Agreement.


 


(b)                                 “Benefits” shall mean any one or
more of the following awards that may be offered by the Committee to Employees
under the Plan:


(i) Options
(including ISOs and NQSOs); or


(ii) Restricted
Stock.


 


(c)                                  “Board” shall mean the Board of
Directors of the Company.


 


(d)                                 “Business Combination” shall mean
a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the Company’s acquisition
of assets of another corporation, partnership or limited liability company.


 


(e)                                  “Change of Control” shall mean:


 


(1)                                  The acquisition by a Person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (i) the Outstanding Company Common Stock or (ii) the
Outstanding Company Voting Securities; provided, however, that for purposes of
this subsection (1), the following acquisitions shall not constitute a Change
of Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 1.3(c); or


 


(2)                                  Individuals who, as of the Effective
Date, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the Effective Date whose election,
or nomination for election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than a member of the Board; or


 


(1)          Consummation of a Business Combination,
in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the 


 

















 


then outstanding shares of common stock or comparable interests if such
resulting entity is not a corporation and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors or comparable management group, as the case may be, of the
corporation or other entity resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding any
corporation or other entity resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation or
other entity resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock or comparable interests of the corporation or other
entity resulting from such Business Combination or the combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors or comparable management group of such corporation or
other entity except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the
Board of Directors or comparable management group of the corporation or other
entity resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination; or


 


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


 


(f)                                    “Code” shall mean the Internal
Revenue Code of 1986, as amended, any successor revenue laws of the United States
and the rules and regulations promulgated thereunder.


 


(g)                                 “Committee” shall mean any
committee of the Board designated by the Board to administer the Plan.


 


(h)                                 “Common Stock” shall mean the
common stock, par value $.01 per share, of the Company.


 


(i)                                     “Company” shall have the meaning
set forth in Section 1.1 above.


 


(j)                                     “Effective Date” shall have the
meaning set forth in Section 1.2 above.


 


(k)                                  “Employee” shall mean any person
engaged or proposed to be engaged as an officer or employee of the Company or
any subsidiary thereof.


 


(l)                                     “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(m)                               “Fair Market Value” on any date
with respect to the Common Stock shall mean:


(1)  if the
Common Stock is listed on a national securities exchange, the last reported
sale price of a share of the Common Stock on such exchange or, if no sale
occurs on that date, the average of the reported closing bid and asked prices
on that date;


(2)  if the
Common Stock is otherwise publicly traded, the last reported sale price of a
share of the Common Stock under the quotation system under which the sale price
is reported or, if no sale occurs on that date, the average of the reported
closing bid and asked prices on that date under the quotation system under which
the bid and asked prices are reported;


(3)  if no
such last sales price or average of the reported closing bid and asked prices
are available on that date, the last reported sale price of a share of the
Common Stock, or if no sale takes place, the average of the reported closing
bid and asked prices as so reported for the immediately preceding business day (i) on
the national securities exchange on which the Common Stock is listed or (ii) if
the Common Stock is otherwise publicly traded, under the quotation system under
which such data are reported, or


(4)  if none
of the prices described above is available, the value of a share of the Common
Stock as reasonably determined in good faith by the Committee in a manner that
it believes to be in accordance with the Code.


 

















 


In determining the Fair
Market Value of a share of Common Stock in connection with the issuance of an
ISO (as defined below), the Fair Market Value shall be determined without
regard to any restriction, other than a restriction that, by its terms, will
never lapse.


 


(n)                                 “ISO” shall mean an Option that
qualifies as an incentive stock option under Section 422 of the Code and
is not otherwise designated when granted. No Option that is intended to be an
ISO shall be invalid under the Plan for failure to qualify as an ISO.


 


(o)                                 “NQSO” shall mean a nonqualified
stock option which is an Option that does not qualify as an incentive stock
option under Section 422 of the Code. An option will be a NQSO if it does
not satisfy the requirements of an ISO or if it is designated as a NQSO when
granted.


 


(p)                                 “Option” shall mean an option to
purchase shares of Common Stock granted by the Committee to an Employee
pursuant to the Plan. An Option may be an ISO or an NQSO.


 


(q)                                 “Option Agreement” shall mean an
agreement between the Company and an Employee evidencing an Option grant.


 


(r)                                    “Option Shares” shall mean the
shares of Common Stock purchased upon exercise of an Option.


 


(s)                                  “Outstanding Company Common Stock”
shall mean, as of any date, the then outstanding shares of Common Stock.


 


(t)                                    “Outstanding Company Voting Securities”
shall mean, as of any date, the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors.


 


(u)                                 “Plan” shall mean the 2009 Coastal
Carolina Bancshares, Inc. Stock Incentive Plan, as the same may be amended
from time to time.


 


(v)                                 “Person” shall mean any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act).


 


(w)                               “Restricted Stock” shall mean
Common Stock granted under Article V of the Plan, subject to such
restrictions as the Committee may determine, as evidenced in a Restricted Stock
Agreement. Shares of Common Stock shall cease to be Restricted Stock when, in
accordance with the terms of the Restricted Stock Agreement, they become
transferable and free of substantial risk of forfeiture.


 


(x)                                   “Restricted Stock Agreement” shall
mean an agreement between the Company and an Employee pursuant to which
Restricted Stock is issued to the Employee pursuant to the Plan.


 


(y)                                 “Restriction Period” shall mean
the time period during which Restricted Stock is subject to the restrictions
set forth in a Restricted Stock Agreement.


 


(z)                                “10% Shareholder” shall mean an
individual owning (directly or by attribution as provided in Section 424(d) of
the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company.


 


ARTICLE II


ADMINISTRATION


 


2.1                                 Committee Administration. The Plan and the Benefits awarded
hereunder shall be interpreted, construed and administered by the Committee in
its sole discretion. An Employee eligible to receive Benefits under the Plan
may appeal to the Committee in writing any decision or action of the Committee
with respect to the Plan that adversely affects the Employee. Upon review of
such appeal and in any other case where the Committee has acted with respect to
the Plan, the interpretation and construction by the Committee of any
provisions of the Plan or of any Benefit shall be conclusive and binding on all
parties.  Notwithstanding any other
provision herein to the


 

















 


contrary, this Plan shall
be administered in accordance with the provisions of applicable regulatory
agencies’ policies relating to stock benefit plans.


 


2.2                                 Committee Composition. The Committee shall consist of not less
than two persons who shall be members of the Board and shall be subject to such
terms and conditions as the Board may prescribe. Each Committee member shall be
a “non-employee director” within the meaning of Rule 16b-3 promulgated
under the Exchange Act and an “outside director” as defined in Section 1.162-27(e)(3) of
the Code. Once designated, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused and remove all members of the Committee.


 


A majority of the entire
Committee shall constitute a quorum, and the action of a majority of the
members present at any meeting at which a quorum is present shall be deemed the
action of the Committee. In addition, any decision or determination reduced to writing
and signed by all of the members of the Committee shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.
Subject to the provisions of the Plan and the Company’s bylaws, and to any
terms and conditions prescribed by the Board, the Committee may make such
additional rules and regulations for the conduct of its business as it
shall deem advisable. The Committee shall hold meetings at such times and
places as it may determine.


 


2.3                                 Committee Powers. The Committee shall have authority to
award Restricted Stock and to grant Options pursuant to an Agreement providing
for such terms (not inconsistent with the provisions of the Plan) as the
Committee may consider appropriate. Such terms shall include, without limitation,
as applicable, the number of shares, the Option price, the medium and time of
payment, the term of each award and any vesting requirements and may include
conditions (in addition to those contained in the Plan) on the exercisability
of all or any part of an Option or on the transferability or forfeitability of
Restricted Stock. Notwithstanding any such conditions, the Committee may, in
its discretion, accelerate the time at which any Option may be exercised or the
time at which Restricted Stock may become transferable or nonforfeitable. In
addition, the Committee shall have complete discretionary authority to
prescribe the form of Agreements; to adopt, amend and rescind rules and
regulations pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of the Plan. The
express grant in the Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. All expenses of
administering the Plan shall be borne by the Company.


 


2.4                                 Limitation on Receipt of Benefits by
Committee Members.
No person while a member of the Committee shall be eligible to receive Benefits
under the Plan, but a member of the Committee may exercise Options granted
hereunder prior to his or her becoming a member of the Committee.


 


2.5                                 Good Faith Determinations. No member of the Committee or other
member of the Board shall be liable for any action or determination made in
good faith with respect to the Plan or any Benefit granted hereunder.


 


ARTICLE III


ELIGIBILITY; TYPES
OF BENEFITS; SHARES SUBJECT TO PLAN


 


3.1                                 Eligibility. The Committee shall from time to time
determine and designate the Employees of the Company to receive Benefits under
the Plan and the number of Options and shares of Restricted Stock to be awarded
to each such Employee, or the formula or other basis on which such Benefits
shall be awarded to Employees. In making any such award, the Committee may take
into account the nature of services rendered by an Employee, commissions or
other compensation earned by the Employee, the capacity of the Employee to
contribute to the success of the Company and other factors that the Committee
may consider relevant.


 


3.2                                 Types of Benefits. Benefits under the Plan may be granted
in any one or any combination of Options and Restricted Stock. The Committee
may award Benefits subject to any condition or conditions consistent with the
terms of the Plan that the Committee in its sole discretion may consider
appropriate.


 


3.3                                 Shares Subject to the Plan. Subject to the provisions of Section 4.1(e) (relating
to adjustment for changes in Common Stock), the maximum number of shares that
may be issued or reserved for issuance under the Plan, or issued as ISOs, or
that may be issued to any one person under the Plan shall not exceed in the
aggregate


 

















 


161,778 shares of Common
Stock, as such number of shares may be adjusted after the Effective Date
pursuant to Section 4.1(e).  The
maximum number of shares of Restricted Stock that may be issued under the Plan
shall not exceed 109,000, 5% of the number of shares issued in the Company’s
initial public offering.  All shares
issued under the Plan may be authorized and unissued shares or authorized and
issued shares that have been reacquired by the Company. If any Options granted
under the Plan shall for any reason terminate or expire or be surrendered
without having been exercised in full, the shares not purchased under such
Options shall be available again for grant hereunder.  Upon forfeiture (in whole or in part) of
Restricted Stock, the shares of Common Stock forfeited shall be available again
for grant under the Plan.


 


ARTICLE IV


STOCK OPTIONS


 


4.1                                 Grant; Terms and Conditions. The Committee, in its discretion, may
from time to time grant ISOs and/or NQSOs to any Employee eligible to receive
Benefits under the Plan. Each Employee who is granted an Option shall enter
into an Option Agreement with the Company in a form specified by the Committee
and containing such provisions as the Committee, in its sole discretion, shall
from time to time approve consistent with the Plan. The Option Agreements need
not be identical, but each Option Agreement by appropriate language shall
include the substance of all of the following terms and conditions:


 


(a)                                  Number of Shares. Each Option Agreement shall state the
number of shares to which it pertains.


 


(b)                                 Option Exercise Price. Each Option Agreement shall state the
Option exercise price, which shall not be less than 100% of the Fair Market
Value of the shares of Common Stock subject to the Option on the date of
granting the Option. In the case of an ISO granted to a 10% Shareholder, the
price at which each share of Common Stock covered by the Option may be
purchased shall not be less than 110% of the Fair Market Value per share of
Common Stock on the date of grant of the Option. The date of the grant of an
Option shall be the date specified by the Committee in its grant of the Option.


 


(c)                                  Medium and Time of Payment. Upon the exercise of an Option, the Option
exercise price shall be payable in United States dollars, in cash, by wire
transfer, by certified or bank cashier’s check or by personal check drawn on
funds on deposit with Coastal Carolina National Bank. An Option shall be deemed
to be exercised on the date that the Company receives full payment of the
exercise price for the number of shares for which the Option is being
exercised.


 


(d)                                 Exercisability and Term of Options. Every Option Agreement shall provide
that, unless earlier terminated and subject to any vesting provision, Options
granted pursuant to the Plan shall be exercisable at any time on or after the
dates set forth in the Option Agreement and before the date that is ten years
after the date of the grant or, in the case of an ISO granted to a 10%
Shareholder, before the date that is five years after the date of grant. An
Option Agreement may in the discretion of the Committee contain provisions
relating to vesting of Options.  Each
Option Agreement may provide for acceleration of exercisability in the event of
death or permanent and total disability (as defined in Section 22(e)(3) of
the Code).  In addition, any Option
Agreement with any employee who has an employment agreement with the Company or
one of its subsidiaries may provide for acceleration of exercisability upon
termination of the employee’s employment without “Cause” or for “Good Reason”
as such terms are defined in the applicable employment agreement.  Notwithstanding the foregoing, (i) in
the event of a Change of Control of the type set forth in paragraph (1), (2) or
(4) of the definition of Change of Control and (ii) immediately prior
to the occurrence of a Change of Control of the type set forth in paragraph (3) of
the definition of Change of Control, each Option outstanding under the Plan
shall become exercisable in whole or in part without regard to any vesting
provisions set forth in the related Option Agreement provided such Change of
Control, other than a dissolution or liquidation, does not occur prior to the
third anniversary of the opening of Coastal Carolina National Bank, the Company’s
wholly owned subsidiary (the “Bank”). 
The last three sentences shall apply to any outstanding Options which
are ISOs to the extent permitted by Section 422(d) of the Code, and
such outstanding ISOs in excess thereof shall, immediately upon the occurrence
of the event described in such sentence, be treated for all purposes of the
Plan as NQSOs and shall be immediately exercisable as such as provided in such
sentence.


 


During the lifetime of
the optionee, the Option shall be exercisable only by him or her and shall not
be assignable or transferrable by him or her and no person shall acquire any
rights therein. An Option may be


 

















 


transferred (unless the
Committee otherwise prescribes) by will or the laws of descent and
distribution.


 


Notwithstanding the
foregoing, an Option shall terminate and may not be exercised if the Employee
to whom it is granted ceases to be employed by the Company, except that the
Option Agreement may, in the discretion of the Committee, provide:


 


(1)                                  that, if such Employee’s employment
terminates for any reason, the Employee may at any time within three months
after termination of his or her employment exercise his or her Option but only
to the extent the Option was exercisable by him or her on the date of
termination of employment;


 


(2)                            that, if such Employee’s employment
terminates on account of permanent and total disability (as defined in Section 22(e)(3) of
the Code), then the Employee may at any time within one year after termination
of his or her employment exercise his or her Option but only to the extent that
the Option was exercisable on the date of termination of employment; and


 


(3)                            that, if such Employee dies while in the
employ of the Company, or within the three month or one year period following
termination of his or her employment as described in clause (1) or (2) above,
then his or her Option may be exercised at any time within one year following
his or her death by the person or persons to whom his or her rights under the
Option shall pass by will or by the laws of descent and distribution, but only
to the extent that such Option was exercisable by him or her on the date of
termination of employment.


 


Notwithstanding the
foregoing, if approval of shareholders has not been obtained as required by Section 6.9
at the time the Employee ceases to be employed by the Company, the Option
Agreement may, in the discretion of the Committee and subject to such
conditions as the Committee may determine, provide that the time periods
described in clauses (1), (2) and (3) shall not begin to run until
the approval of shareholders has been obtained and the time period shall extend
for up to eight months or such shorter period of time as management of the
Company may determine.


 


Any cessation of
employment, for purposes of ISOs only, shall include any leave of absence in
excess of 90 days unless the optionee’s reemployment rights are guaranteed by
law or by contract. Notwithstanding anything to the contrary in this section, an
Option may not be exercised by anyone after the expiration of its term. Not
less than 100 shares may be purchased at any one time unless the number
purchased is the total number at the time purchasable under the Option.


 


(e)                                  Recapitalization; Reorganization. Subject to any required action by the
shareholders of the Company, the maximum number of shares of Common Stock that
may be issued under the Plan pursuant to Section 3.3 above, the number of
shares of Common Stock covered by each outstanding Option, the kind of shares
subject to outstanding Options and the per share exercise price under each
outstanding Option shall be adjusted, in each case, to the extent and in the
manner the Committee deems appropriate for any increase or decrease in the
number of issued shares of Common Stock resulting from a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, subdivision or consolidation of shares or the
payment of a stock dividend (but only on the Common Stock) or any other change
in the corporate structure or shares of the Company.


 


Subject to any action
required by the shareholders, in the event of a Business Combination that does
not result in a Change of Control, each outstanding Option shall pertain to and
apply to the securities or other consideration that a holder of the number of
shares of Common Stock subject to the Option would have been entitled to
receive in the Business Combination.  In
the event of a Business Combination that results in a  Change of Control of the type set forth in
paragraph (3) of the definition of Change of Control or in the event of
the complete liquidation or dissolution of the Company, then each outstanding
Option shall terminate; provided, however, that each holder thereof shall, in
such event, have the right immediately prior to such Change of Control
(provided it takes place on or after the third anniversary of the opening of
the Bank) or complete liquidation or dissolution, to exercise his or her Option
in whole or in part without regard to any installment provision that might be
contained in the applicable Agreement. 
The last sentence shall apply to any outstanding Options which are ISOs
to the extent permitted by Section 422(d) of the Code, and such outstanding
ISO’s in excess thereof shall, immediately upon the occurrence of such Business
Combination, be treated for all purposes of the Plan as NQSOs and shall be immediately
exercisable as such as provided in such sentence.  Notwithstanding the foregoing, in no event
shall any


 

















 


Option be exercisable
after the date of termination of the exercise period of such Option.


 


In the event of a change in the Common Stock as
presently constituted, which change is limited to a change of all of the
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any such
change shall be deemed to be shares of Common Stock within the meaning of the
Plan.


 


The foregoing adjustments
shall be made by the Committee, whose determination shall be final, binding and
conclusive.


 


Except as expressly
provided in this section, the holder of an Option shall have no rights by
reason of (i) any subdivision or consolidation of shares of any class, (ii) any
stock dividend, (iii) any other increase or decrease in the number of
shares of stock of any class, (iv) any dissolution, liquidation, merger,
consolidation, spin-off, split-off or split-up of assets of the Company or
stock of another corporation or (v) any issuance by the Company of shares
of stock of any class or securities convertible into shares of stock of any
class. Moreover, except as expressly provided in this section, the occurrence
of one or more of such events shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of or exercise price of
shares of Common Stock subject to an Option.


 


The grant of an Option
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
or liquidate or to sell or otherwise transfer all or any part of its business
or assets.


 


(f)                                    Rights as a Shareholder. Subject to Section 5.10 below
regarding uncertificated shares, an optionee or a transferee of an Option shall
have no rights as a shareholder with respect to any shares covered by his or
her Option until the date of the issuance of a stock certificate to him or her
for those shares upon payment of the exercise price. No adjustments shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
subsection 4.1(e).


 


(g)                                 Modification, Extension and Renewal of
Options. Subject
to the terms and conditions and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding Options granted under the
Plan or accept the surrender of outstanding Options (to the extent not
theretofore exercised) and authorize the granting of new Options in
substitution therefor (to the extent not theretofore exercised). No
modification of an Option shall, without the consent of the optionee, alter or
impair any rights or obligations under any Option theretofore granted under the
Plan.


 


4.2                                 Other Terms and Conditions. Through the Option Agreements
authorized under the Plan, the Committee may impose such other terms and
conditions, not inconsistent with the terms hereof, on the grant or exercise of
Options, as it deems advisable.


 


4.3                                 Additional Provisions Applicable to
Incentive Stock Options. The Committee may, in its discretion, grant options under the Plan to
eligible Employees which Options constitute ISOs; provided, however, that the
aggregate Fair Market Value of the Common Stock with respect to which ISOs are
exercisable for the first time by the optionee during any calendar year shall
not exceed the limitation set forth in Section 422(d) of the Code.
The Committee may require an optionee to notify the Company promptly if there
is a disqualifying disposition, as defined in Section 422 of the Code, of
any shares received through the exercise of an ISO. The Company also may insert
a legend on any certificate evidencing shares of Common Stock issued pursuant
to an ISO requiring the transfer agent to report to the Company any transfer of
such shares within one year of exercise or two years of grant.


 


4.4                                                Capital Requirements.


 


(a)  The Company and/or any bank subsidiary of
the Company may be required to increase its or their capital to meet capital
requirements imposed by statute, rule, regulation or guideline. In order to
achieve such capital increase, a regulatory agency may direct the Company to
require an Option holder to either (i) exercise or forfeit all or part of
his Options or (ii) allow the Options to be terminated. If a regulatory
agency so directs the


 

















 


Company,
then the Option holder must exercise or forfeit his Options as set forth below,
subject to the terms set forth herein and in the Option Agreement.


 


(b) 
When the Company and/or any bank subsidiary of the Company are required to
increase its or their capital as described in subsection (a) above, the
Company shall send a notice (the “Notice”) to each option holder (i) specifying
the number of shares for which the Options must be exercised (the “Number”);
(ii) specifying the date prior to which the Options must be totally or
partially exercised, as the case may be (the “Deadline”); and (iii) stating
that the failure of the Option holder to exercise the Options shall result in
their automatic termination.  If less
than all shares relating to warrants and options held by all holders of warrants
or options of the Company under agreements containing a provision substantially
similar to this one are required by the Company to be exercised or cancelled,
the Number for each Option holder shall reflect a proportionate allocation
based on the number of shares of Common Stock subject to his Option as compared
to the total number of shares subject to warrants and options held by persons
holding warrants or options with such a provision as a group.


 


(c) 
If the Option holder does not exercise the Options pursuant to the terms of the
Notice, the Options shall be automatically terminated on the Deadline, without
further act or action by the Option holder or the Company, and the Option
holder shall deliver his Option Agreement to the Company for cancellation;
however, a failure to cancel an Option Agreement for any reason (including
non-delivery to the Company) shall not effect such termination. If the Number
is less than the total number of shares that are then subject to exercise under
the Option holder’s Option Agreement, the Company shall issue a new Option
Agreement with respect to the shares remaining covered thereby.


 


ARTICLE V


RESTRICTED STOCK


 


5.1                                 Grant; Terms and Conditions. 
The Committee, in its discretion, may from time to time award Restricted
Stock to any Employee eligible to receive Benefits under the Plan. Each
Employee who is awarded Restricted Stock shall enter into a Restricted Stock
Agreement with the Company in a form specified by the Committee agreeing to the
terms and conditions of the award and such other matters consistent with the
Plan as the Committee in its sole discretion shall determine. Such conditions
may include, but shall not be limited to, the deferral of a percentage of the
Employee’s annual cash compensation, not including dividends paid on Restricted
Stock, if any, to be applied toward the purchase of Restricted Stock upon such
terms and conditions, including such discounts, as may be set forth in the
Restricted Stock Agreement.


 


Restricted Stock
awarded to Employees may not be sold, transferred, pledged or otherwise
encumbered during a Restriction Period commencing on the date of the award and
ending at such later date or dates as the Committee may designate at the time
of the award.  Notwithstanding the
foregoing, the Restriction Period shall end (i) upon a Change of Control
of the type set forth in paragraph (1), (2) or (4) of the definition
of Change of Control and (ii) immediately prior to a Change of Control of
the type set forth in paragraph (3) of the definition of Change of Control
provided such Change of Control, other than a dissolution or liquidation, does
not occur prior to the third anniversary of the opening of the Bank.  The Employee shall have the entire beneficial
ownership of the Restricted Stock awarded to him or her, including the right to
receive dividends and the right to vote such Restricted Stock.


 


If an
Employee ceases to be employed by the Company prior to the expiration of the
Restriction Period, then he or she shall forfeit all of his or her Restricted
Stock with respect to which the Restriction Period has not yet expired;
provided, however, that the Restricted Stock Agreements, in the discretion of
the Committee and pursuant to such terms and conditions as it may impose, may
provide: (1) that, if such Employee’s employment terminates on account of
permanent and total disability (as defined in Section 22(e)(3) of the
Code), that the Restriction Period shall expire and that the Employee shall not
forfeit his or her Restricted Stock or any related compensation deferral or a
portion thereof; and (2) that, if such Employee dies while employed by the
Company, that the Restriction Period shall expire and that none of his or her
Restricted Stock or any related compensation deferral or a portion thereof shall
be forfeited.  In addition, any
Restricted Stock Agreement with an employee who has an employment agreement
with the Company or any subsidiary may, in the discretion of the Committee and
pursuant to such terms and conditions as it may impose, provide for the
expiration of the Restricted Period upon the termination of the employee’s
employment without “Cause” or for “Good Reason” as such terms are defined in
the applicable employment agreement.


 


Subject to Section 6.10, each Employee who is
awarded Restricted Stock may, but need not, be issued a stock certificate in
respect of such shares of Restricted Stock. Each certificate registered in the
name of an 


 

















 


Employee,
if any, shall bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such award as specifically set forth in the
Restricted Stock Agreement.


 


The Committee shall
require that any stock certificate issued in the name of an Employee evidencing
shares of Restricted Stock be held in the custody of the Company until the
expiration of the Restriction Period applicable to such Restricted Stock and
that, as a condition of such issuance of a certificate for Restricted Stock,
the Employee shall have delivered a stock power, endorsed in blank, relating to
the shares covered by such certificate. In no event shall the Restriction
Period end prior to the payment by the Employee to the Company of the amount of
any federal, state or local income or employment tax withholding that may be
required with respect to the Restricted Stock.


 


5.2                                 Recapitalization; Reorganization. 
If any change is made in the Common Stock by reason of any Business
Combination that does not result in a Change of Control or any
recapitalization, stock dividend, split up or combination of shares, then any
shares received by an Employee with respect to Restricted Stock shall be
subject to the same restrictions applicable to such Restricted Stock and the
certificates representing such shares shall be deposited with the Company.


 


ARTICLE VI


MISCELLANEOUS


 


6.1                                 Withholding Taxes. An Employee granted Options and
Restricted Stock under the Plan shall be conclusively deemed to have authorized
the Company to withhold from the salary, commissions or other compensation of
such Employee funds in amounts or property (including Common Stock) in value
equal to any federal, state and local income, employment or other withholding
taxes applicable to the income recognized by such Employee and attributable to
the Options or Option Shares or Restricted Stock as, when and to the extent, if
any, required by law; provided, however, that, in lieu of the withholding of
federal, state and local taxes as herein provided, the Company may require that
the Employee (or other person exercising such Option or holding such Restricted
Stock) pay the Company an amount equal to the federal, state and local
withholding taxes on such income at the time such withholding is required or
such other time as shall be satisfactory to the Company; and provided further,
that as an alternative to complying with withholding requirements as provided
above in this sentence, an optionee may elect by written notice to the Company
at the time of exercise of an Option to have the number of shares of Common
Stock delivered in connection with such exercise reduced by such number of
shares such that the Fair Market Value of such shares that are not delivered
shall be equal to the required withholding (but in no event in excess of
withholding resulting from using the maximum marginal federal and state tax
rates in effect).


 


6.2                                 Amendment, Suspension, Discontinuance or
Termination of Plan.
The Committee may from time to time amend, suspend or discontinue the Plan or
revise it in any respect whatsoever for the purpose of maintaining or improving
the effectiveness of the Plan as an incentive device, for the purpose of
conforming the Plan to applicable governmental regulations or to any change in
applicable law or regulations or for any other purpose permitted by law;
provided, however, that no such action by the Committee shall adversely affect
any Benefit theretofore granted under the Plan without the consent of the
holder so affected; and provided further that the Committee may not materially
increase the number of shares of Common Stock authorized under Section 3.3
of the Plan or materially modify the Plan’s requirements as to eligibility for
participation without the approval of the shareholders of the Company.


 


6.3                                 Governing Law. The Plan and all rights and obligations
hereunder shall be construed in accordance with and governed by the laws of the
State of South Carolina.


 


6.4                                 Designation. The Plan may be referred to in other
documents and instruments as the “2009 Coastal Carolina Bancshares, Inc.
Stock Incentive Plan.”


 


6.5                                 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any investigation, action, suit or
proceeding, or in connection with any appeal therefrom, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Benefit, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in or dismissal or other discontinuance of any such investigation,
action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such investigation, action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his or her duties; provided that, 


 

















 


within 60 days after
institution of any such investigation, action, suit or proceeding, a Committee
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.


 


6.6                                 Reservation of Shares. The Company shall at all times during
the term of the Plan, and so long as any Benefit shall be outstanding, reserve
and keep available (and will seek or obtain from any regulatory body having
jurisdiction any requisite authority in order to issue) such number of shares
of its Common Stock as shall be sufficient to satisfy the requirements of the
Plan. Inability of the Company to obtain from any regulatory body of
appropriate jurisdiction authority considered by the Company to be necessary or
desirable to the lawful issuance of any shares of its Common Stock hereunder
shall relieve the Company of any liability in respect of the nonissuance or
sale of such Common Stock as to which such requisite authority shall not have
been obtained.


 


6.7                                 Application of Funds. The proceeds received by the Company
from the sale of Common Stock pursuant to Options will be used for general
corporate purposes.


 


6.8                                 No Obligation to Exercise. The granting of a Benefit shall impose
no obligation upon the holder to exercise or otherwise realize the value of
that Benefit.


 


6.9                                 Approval of Shareholders. No Benefit granted under the Plan shall
be enforceable against the Company unless and until the Plan has been approved
by the shareholders of the Company in the manner and to the extent required by
the Code, the Exchange Act and the Code of Laws of South Carolina, as amended.


 


6.10                           Uncertificated Shares. Each Employee who exercises an Option
to acquire Common Stock or is awarded Restricted Stock may, but need not, be
issued a stock certificate in respect of the Common Stock so acquired. A “book
entry” (i.e., a computerized or manual entry) shall be made in the records of
the Company to evidence the issuance of shares of Common Stock to an Employee
where no certificate is issued in the name of the Employee. Such Company
records, absent manifest error, shall be binding on Employees. In all instances
where the date of issuance of shares may be deemed significant but no
certificate is issued in accordance with this Section 6.10, the date of
the book entry shall be the relevant date for such purposes.


 


6.11                           Other Actions. Nothing contained in the Plan shall be
construed to limit the authority of the Company to exercise its corporate
rights and powers, including, but not by way of limitation, the right of the
Company to grant options for proper corporate purposes other than under the
Plan with respect to any employee or other person, firm, corporation or
association.