bNC bancorp

2013 OMNIBUS STOCK INCENTIVE PLAN


 


		SECTION	1.               
Purpose; Definitions



 


The purpose of this Plan is to give the
Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to
provide the Company and its Subsidiaries and Affiliates with a long-term incentive plan providing incentives directly linked to
shareholder value. Certain terms used herein have definitions given to them in the first place in which they are used. In addition,
for purposes of this Plan, the following terms are defined as set forth below:


 


(a)               
“Affiliate” means a corporation or other entity controlled by, controlling or under common control with
the Company.


 


(b)              
“Applicable Exchange” means the NASDAQ or such other securities exchange as may at the applicable time
be the principal market for the Common Stock.


 


(c)               
“Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
Unit or Other Stock-Based Award granted pursuant to the terms of this Plan.


 


(d)              
“Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific
Award.


 


(e)               
“Board” means the Board of Directors of the Company.


 


(f)               
“Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined
in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement
or if it does not define “Cause”: (A) conviction of the Participant for committing a felony under federal law
or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the Participant’s
employment duties, (C) failure on the part of the Participant to perform substantially such Participant’s employment
duties in any material respect, (D) a material violation of the Company’s ethics and compliance program, or (E) before
a Change in Control, such other events as shall be determined by the Committee and set forth in a Participant’s Award Agreement.
Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to
whether “Cause” exists shall be subject to de novo review.


 


(g)              
“Change in Control” has the meaning set forth in Section 10(e).


 


(h)              
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto,
the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury
Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as
any successor provision of the Code.


 






    	 



    	 



    

 


(i)                
“Commission” means the Securities and Exchange Commission or any successor agency.


 


(j)                
“Committee” has the meaning set forth in Section 2(a).


 


(k)              
“Common Stock” means the voting common stock, no par value per share, of the Company.


 


(l)                
“Company” means BNC Bancorp, a North Carolina corporation.


 


(m)            
“Disability” means (i) “Disability” as defined in any Individual Agreement to which
the Participant is a party, (ii) if there is no such Individual Agreement or it does not define “Disability,”
disability of a Participant means the Participant is (A) unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months, or (B) by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months under an accident and health plan covering employees of
the Company. The Committee may require such medical or other evidence as it deems necessary to judge the nature and duration of
the Participant’s condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean
Permanent and Total Disability as defined in Section 22(e)(3) of the Code.


 


(n)              
“Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate
for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock
of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.


 


(o)              
“Eligible Individuals” means directors, officers, employees and consultants of the Company or any of
its Subsidiaries or Affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy
from the Company or its Subsidiaries or Affiliates.


 


(p)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor
thereto.


 


(q)              
“Fair Market Value” means, unless otherwise determined by the Committee, the closing price of a share
of Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange
on such measurement date, then on the next preceding date on which Shares were traded, all as reported by such source as the Committee
may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee
in its good faith discretion using a reasonable valuation method which shall include consideration of the following factors, as
applicable: (i) the value of the Company’s tangible and intangible assets; (ii) the present value of the Company’s
future cash-flows; (iii) the market value of stock or equity interests in similar corporations and other entities engaged
in substantially similar trades or businesses, the value of which can be readily determined objectively (such as through trading
prices on an established securities market or an amount paid in an arm’s-length private transaction); (iv) control premiums
or discounts for lack of marketability; (v) recent arm’s-length transactions involving the sale or transfer of such
stock or equity interests; and (vi) other relevant factors.


 






    	-2-



    	 



    

 


(r)                
“Free-Standing SAR” has the meaning set forth in Section 5(b).


 


(s)               
“Full-Value Award” means any Award other than an Option or Stock Appreciation Right.


 


(t)                
“Good Reason” has the meaning set forth in Section 10(e).


 


(u)              
“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual
to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as
the Committee shall provide in such resolution.


 


(v)              
“Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an
“incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.


 


(w)            
  “Individual Agreement” means an employment, consulting or similar agreement between a Participant and
the Company or one of its Subsidiaries or Affiliates.


 


(x)              
 “Nonqualified Option” means any Option that is not an Incentive Stock Option.


 


(y)              
 “Option” means an Award granted under Section 5.


 


(z)               
“Other Stock-Based Award” means Awards of Common Stock and other Awards that are valued in whole or in
part by reference to, or are otherwise based upon, Common Stock, including (without limitation) unrestricted stock, dividend equivalents,
and convertible debentures.


 


(aa)           
  “Participant” means an Eligible Individual to whom an Award is or has been granted.


 


(bb)          
   “Performance Goals” means the performance goals established by the Committee in connection with the grant
of Restricted Stock, Restricted Stock Units, Performance Units or Other Stock-Based Awards. In the case of Qualified Performance-Based
Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures: asset
growth, stock price , earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest,
taxes, depreciation and amortization), earnings per share (whether on pre-tax, after-tax, operations or other basis), operating
earnings, total return to shareholders, ratio of debt to debt plus equity, net borrowing, credit quality or debt ratings, return
on assets or operating assets, asset quality, net interest margin, loan portfolio growth, efficiency ratio, deposit portfolio growth,
liquidity, market share, objective customer service measures or indices, shareholder value added, embedded value added, loss ratio,
expense ratio, combined ratio, premiums, pre- or after-tax income, net income, cash flow (before or after dividends), expense or
expense levels, economic value added, cash flow per share (before or after dividends), free cash flow, gross margin, risk-based
capital, revenues, revenue growth, sales growth, return on capital (including return on total capital or return on invested capital),
capital expenditures, cash flow return on investment, cost, cost control, gross profit, operating profit, economic profit, profit
before tax, net profit, cash generation, unit volume, sales, net asset value per share, asset quality, cost saving levels, market-spending
efficiency, core non-interest income or change in working capital, in each case with respect to the Company or any one or more
Subsidiaries, divisions, business units or business segments thereof, either in absolute terms or relative to the performance of
one or more other companies (including an index covering multiple companies), (ii) the Performance Goals may be adjusted as determined
by the Committee in a manner consistent with Section 3(d) and (iii) such Performance Goals shall be set by the Committee within
the time period prescribed by Section 162(m) of the Code.


 






    	-3-



    	 



    

 


(cc)           
“Performance Period” means that period established by the Committee at the time any Performance Unit
is granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to such Award are
to be measured.


 


(dd)         
“Performance Unit” means any Award granted under Section 8 of a unit valued by reference to a designated
amount of cash or other property other than Shares, which value may be paid to the Participant by delivery of such property as
the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such
Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.


 


(ee)           
“Plan” means this BNC Bancorp 2013 Omnibus Stock Incentive Plan, as set forth herein and as hereafter
amended from time to time.


 


(ff)            
“Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption,
as provided in Section 11.


 


(gg)          
“Replaced Award” has the meaning set forth in Section 10(b).


 


(hh)          
“Replacement Award” has the meaning set forth in Section 10(b).


 


(ii)              “Restricted
Stock” means an Award granted under Section 6.


 


(jj)              “Restricted
Stock Unit” has the meaning set forth in Section 7.


 


(kk)          
  “Retirement” means the Participant’s Termination of Employment after the attainment of age 65 or
the attainment of age 55 and at least 15 years of service.


 


(ll)              “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m)
of the Code that is set forth in Section 162(m)(4)(C) of the Code.


 


(mm)      
   “Share” means a share of Common Stock.


 


(nn)          
“Stock Appreciation Right” has the meaning set forth in Section 5(b).


 



    	-4-



    	 



    

 


 


(oo)          
“Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity
during any period in which at least a majority of the voting or profits interest is owned, directly or indirectly, by the Company
or any successor to the Company.


 


(pp)          
“Tandem SAR” has the meaning set forth in Section 5(b).


 


(qq)          
“Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding,
subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.


 


(rr)             
“Termination of Employment” means the termination of the applicable Participant’s employment with,
or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee,
(i) if a Participant’s employment with the Company and its Affiliates terminates but such Participant continues to provide
services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination
of Employment and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of
the Company and its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary,
Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately
thereafter become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from
employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates
shall not be considered Terminations of Employment.


 


		SECTION	2.               
Administration



 


(a)               
Committee. The Plan shall be administered by the Compensation Committee of the Board or such other committee of the
Board as the Board may from time to time designate (the “Committee”), which shall be composed of not less than two
directors, and shall be appointed by and serve at the pleasure of the Board. The Committee shall, subject to Section 11, have
plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee
shall have the authority, subject to the terms and conditions of the Plan:


 


(i)                
to select the Eligible Individuals to whom Awards may from time to time be granted;


 


(ii)              
to determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Units, Other Stock-Based Awards, or any combination thereof, are to be granted hereunder;


 


(iii)            
to determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)            
to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;


 






    	-5-



    	 



    

 


(v)              
subject to Section 12, to modify, amend or adjust the terms and conditions of any Award;


 


(vi)            
to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time
to time deem advisable;


 


(vii)          
to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);


 


(viii)        
subject to Section 12, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case
on such considerations as the Committee in its sole discretion determines;


 


(ix)            
to decide all other matters that must be determined in connection with an Award;


 


(x)              
to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable
with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;


 


(xi)            
to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable; and


 


(xii)          
to otherwise administer the Plan.


 


(b)              
Procedures.


 


(i)                
The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent
prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or
any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it.


 


(ii)              
Subject to Section 11(c), any authority granted to the Committee may also be exercised by the full Board. To the extent
that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.


 


(c)               
Discretion of Committee. Subject to Section 1(f), any determination made by the Committee or by an appropriately
delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the
sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express
term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to
the provisions of the Plan shall be final, binding and conclusive on all persons, including the Company, Participants, and Eligible
Individuals.


 


(d)              
Cancellation or Suspension. Subject to Section 5(d), the Committee shall have full power and authority to determine
whether, to what extent and under what circumstances any Award shall be canceled or suspended. In particular, but without limitation,
all outstanding Awards to any Participant may be canceled if the Participant, without the consent of the Committee, while employed
by the Company or after termination of such employment, in either case prior to a Change in Control, becomes associated with, employed
by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any
business that is in competition with the Company or with any business in which the Company has a substantial interest, as determined
by the Committee or any one or more Senior Managers or committee of senior managers to whom the authority to make such determination
is delegated by the Committee.


 






    	-6-



    	 



    

 


(e)               
Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a
written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly
as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Award Agreement’s
being signed by the Company and the Participant receiving the Award unless otherwise provided in the Award Agreement. Award Agreements
may be amended only in accordance with Section 12 hereof.


 


		SECTION	3.               
Common Stock Subject to Plan



 


(a)               
Plan Maximums. The maximum number of Shares that may be granted pursuant to Awards under the Plan shall be 1,500,000.
The maximum number of Shares that may be granted pursuant to Options intended to be Incentive Stock Options shall be 1,500,000
Shares. Shares subject to an Award under the Plan may be authorized and unissued Shares. On and after the Effective Date
(as defined in Section 12(a)), no new awards may be granted under the Company’s Omnibus Stock Ownership and Long Term Incentive
Plan, as amended, it being understood that (A) awards outstanding under such plan as of the Effective Date shall remain in full
force and effect under such plan according to their respective terms, and (B) to the extent that any such award is forfeited, terminates,
expires or lapses without being exercised (to the extent applicable), or is settled for cash, the Shares subject to such award
not delivered as a result thereof shall not be available for Awards under this Plan; provided, however, that dividend
equivalents may continue to be issued under such plan in respect of awards granted under such plan which are outstanding as of
the Effective Date.


 


(b)              
Individual Limits. No Participant may be granted Qualified Performance-Based Awards (other than Stock Options and
Stock Appreciation Rights) covering in excess of 300,000 Shares during any calendar year. No Participant may be granted Stock Options
and Stock Appreciation Rights covering in excess of 300,000 Shares during any calendar year. Notwithstanding the foregoing, no
Participant who is a non-employee director of the Company may be granted Awards covering in excess of 25,000 Shares during any
calendar year.


 


(c)               
Rules for Calculating Shares Delivered. To the extent that any Award is forfeited, or any Option and the related
Tandem SAR (if any) or Free-Standing SAR terminates, expires or lapses without being exercised, or any Award is settled for cash,
the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under the Plan. If the
exercise price of any Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares (either
actually or through attestation) or withholding Shares relating to such Award, the gross number of Shares subject to the Award
shall nonetheless be deemed to have been granted for purposes of the first sentence of Section 3(a).


 






    	-7-



    	 



    

 


(d)              
Adjustment Provision. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering,
liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including
by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate
Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate
and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under
the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the
grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding
Awards; and (D) the exercise price of outstanding Awards. In the event of a stock dividend, stock split, reverse stock split,
reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation,
separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s
shareholders (each, a “Share Change”), the Committee or the Board shall make such substitutions or adjustments as it
deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and
delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards
and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject
to outstanding Awards; and (D) the exercise price of outstanding Awards. In the case of Corporate Transactions, such adjustments
may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or
a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board
in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common
Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination
by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess,
if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price
of such Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including,
without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject
to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement
of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company
and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls
such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that
remain based upon Company securities). The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual
or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative
effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s
financial statements, notes to the financial statements, management’s discussion and analysis or other the Company’s
SEC filings, provided that in the case of Performance Goals applicable to any Qualified Performance-Based Awards, such adjustment
does not violate Section 162(m) of the Code.


 






    	-8-



    	 



    

 


(e)               
Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 3(d) to
Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made
in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to Section 3(d)
to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in
such a manner as to ensure that after such adjustments, either (A) the Awards continue not to be subject to Section 409A of
the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of
such Awards.


 


		SECTION	4.               
Eligibility



 


Awards may be granted under the Plan to
Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and
its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).


 


		SECTION	5.               
Options and Stock Appreciation Rights



 


(a)               
Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement
for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.


 


(b)              
Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,” which
are granted in conjunction with an Option, or “Free-Standing SARs,” which are not granted in conjunction with an Option.
Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both,
in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable
Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been
exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or
shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock
Appreciation Right.


 


(c)               
Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable
only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5,
and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or
forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the
Tandem SAR.


 


(d)              
Exercise Price. The exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the
Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common
Stock on the applicable Grant Date. In no event may any Option or Stock Appreciation Right granted under this Plan be amended,
other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in conjunction with the grant of
any new Option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, under
the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Option or Free-Standing
SAR, unless such amendment, cancellation, or action is approved by the Company’s shareholders.


 






    	-9-



    	 



    

 


(e)               
Term. The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten
years from the Grant Date.


 


(f)               
Vesting and Exercisability. Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable
at such time or times and subject to such terms and conditions as shall be determined by the Committee, provided that, except as
otherwise determined by the Committee, in no event shall the normal vesting schedule of an Option or Free-Standing SAR provide
that such Option or Free-Standing SAR vest prior to the first anniversary of the date of grant.


 


(g)              
Method of Exercise. Subject to the provisions of this Section 5, Options and Free-Standing SARs may be exercised,
in whole or in part, at any time during the applicable term by giving written notice of exercise to the Company specifying the
number of shares of Common Stock as to which the Option or Free-Standing SAR is being exercised. In the case of the exercise of
an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number
of shares multiplied by the applicable exercise price) by certified or bank check or such other instrument as the Company may accept
or, if approved by the Committee, payment, in full or in part, may also be made as follows:


 


(i)                
Payments may be made in the form of unrestricted shares of Common Stock (by delivery of such shares or by attestation) of
the same class as the Common Stock subject to the Option already owned by the Participant (based on the Fair Market Value of the
Common Stock on the date the Option is exercised).


 


(ii)              
To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the
Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or
loan proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding
taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated
procedures with one or more brokerage firms. To the extent permitted by applicable law, the Committee may also provide for Company
loans to be made for purposes of the exercise of Options.


 


(iii)            
Payment may be made by instructing the Company to withhold a number of shares of Common Stock having a Fair Market Value
(based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to the product of (A) the
exercise price multiplied by (B) the number of shares of Common Stock in respect of which the Option shall have been exercised.


 


(h)              
Delivery; Rights of Shareholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise
price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights
of a shareholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation
Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Participant
(i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a),
and (iii) in the case of an Option, has paid in full for such Shares.


 






    	-10-



    	 



    

 


(i)                
Nontransferability of Options and Stock Appreciation Rights. No Option or Free-Standing SAR shall be transferable
by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in
the case of a Nonqualified Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted,
pursuant to a transfer to the Participant’s family members, whether directly or indirectly or by means of a trust or partnership
or otherwise (for purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the
meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any
successor thereto). A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any
Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant,
the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly
transferred pursuant to this Section 5(i), it being understood that the term “Participant” includes such guardian,
legal representative and other transferee; provided, however, that the term “Termination of Employment” shall
continue to refer to the Termination of Employment of the original Participant.


 


(j)                
Termination of Employment. A Participant’s Options and Stock Appreciation Rights shall be forfeited upon his
or her Termination of Employment, except as set forth below:


 


(i)                
Upon a Participant’s Termination of Employment for any reason other than death, Disability, Retirement or Cause, any
Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment
may be exercised at any time until the earlier of (A) the 90th day following such Termination of Employment and (B) expiration
of the Term thereof;


 


(ii)              
Upon a Participant’s Termination of Employment by reason of the Participant’s death, any Option or Stock Appreciation
Right held by the Participant shall vest and be exercisable at any time until the earlier of (A) the third anniversary of
the date of such death and (B) the expiration of the Term thereof;


 


(iii)            
Upon a Participant’s Termination of Employment by reason of Disability, any Option or Stock Appreciation Right held
by the Participant shall vest and be exercisable at any time until (A) in the case of Nonqualified Options and Stock Appreciation
Rights, the expiration of the Term thereof, and (B) in the case of Incentive Stock Options, the earlier of (x) the first anniversary
of the date of such Termination of Employment and (y) the expiration of the Term thereof;


 


(iv)            
Upon a Participant’s Termination of Employment for Retirement, any Option or Stock Appreciation Right held by the
Participant shall vest and be exercisable at any time until the earlier of (A) in the case of Nonqualified Options and Stock
Appreciation Rights, (x) the fifth anniversary of such Termination of Employment and (y) the expiration of the Term thereof,
and (B) in the case of Incentive Stock Options, (x) the 90th day following such Termination of Employment and (y) the expiration
of the Term thereof; and


 






    	-11-



    	 



    

 


(k)              
Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to apply different rules concerning
the consequences of a Termination of Employment, provided, that if such rules are less favorable to the Participant than
those set forth above, such rules are set forth in the applicable Award Agreement.


 


		SECTION	6.               
Restricted Stock



 


(a)               
Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares issued to a Participant and shall
be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable
Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:


 


“The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and conditions (including forfeiture) of the BNC Bancorp 2013 Omnibus Stock
Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of BNC Bancorp, [INSERT ADDRESS].”


 


The Committee may require that the certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award
of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.


 


(b)              
Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:


 


(i)                
The Committee shall, prior to or at the time of grant, condition (A) the vesting of an Award of Restricted Stock upon
the continued service of the applicable Participant, or (B) the grant or vesting of an Award of Restricted Stock upon the
attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant.
In the event that the Committee conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance
Goals or the attainment of Performance Goals and the continued service of the applicable Participant, the Committee may, prior
to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award. The conditions for grant
or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance Goals)
need not be the same with respect to each recipient.


 






    	-12-



    	 



    

 


(ii)              
Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee,
commencing with the date of such Restricted Stock Award for which such vesting restrictions apply (the “Restriction Period”),
and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber Shares of Restricted Stock. Subject to the terms of the Plan and the applicable Award Agreement, any Award of
Restricted Stock shall be subject to vesting during a Restriction Period of at least three years following the date of grant, provided
that a Restriction Period of at least one year following the date of grant is permissible if vesting is conditioned upon the
achievement of Performance Goals, and provided, further that an Award may vest in part on a pro rata basis prior to the
expiration of any Restriction Period, and provided, further, that up to five percent of Shares available for grant
as Restricted Stock (together with all other Shares available for grant as Full-Value Awards) may be granted without regard to
the foregoing requirements and the Committee may accelerate the vesting and lapse of any restrictions with respect to any such
Restricted Stock Awards.


 


(iii)            
Except as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have,
with respect to the Shares of Restricted Stock, all of the rights of a shareholder of the Company holding the class or series of
Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right
to receive any cash dividends.


 


(iv)            
If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture
of the Shares of Restricted Stock for which legended certificates have been issued, unlegended certificates for such Shares shall
be delivered to the Participant upon surrender of the legended certificates.


 


		SECTION	7.               
Restricted Stock Units



 


(a)               
Nature of Awards. Restricted stock units and deferred share rights (together, “Restricted Stock Units”)
are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in an
amount in cash, Shares, or both, based upon the Fair Market Value of a specified number of Shares.


 


(b)              
Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:


 


(i)                
The Committee shall, prior to or at the time of grant, condition (A) the vesting of Restricted Stock Units upon the
continued service of the applicable Participant, or (B) the grant or vesting of Restricted Stock Units upon the attainment
of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. In the event
that the Committee conditions the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment
of Performance Goals and the continued service of the applicable Participant, the Committee may, prior to or at the time of grant,
designate the Restricted Stock Units as a Qualified Performance-Based Awards. The conditions for grant or vesting and the other
provisions of Restricted Stock Units (including without limitation any applicable Performance Goals) need not be the same with
respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at
a later time specified by the Committee or in the applicable Award Agreement, or, if the Committee so permits, in accordance with
an election of the Participant.


 






    	-13-



    	 



    

 


(ii)              
Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee,
commencing with the date of such Restricted Stock Units for which such vesting restrictions apply (the “Restriction Period”),
and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber Restricted Stock Units. Subject to the terms of the Plan and the applicable Award Agreement, any Restricted
Stock Units shall be subject to vesting during a Restriction Period of at least three years following the date of grant, provided
that a Restriction Period of at least one year following the date of grant is permissible if vesting is conditioned upon the
achievement of Performance Goals, and provided, further that a Restricted Stock Unit may vest in part prior to the expiration
of any Restriction Period, and provided, further, that up to five percent of Shares available for grant as Restricted
Stock Units (together with all other Shares available for grant as Full-Value Awards) may be granted without regard to the foregoing
requirements and the Committee may accelerate the vesting and lapse any restrictions with respect to any such Restricted Stock
Units.


 


(iii)            
The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the
applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends
payable on the Common Stock (subject to availability of Shares pursuant to Section 3 hereof).


 


		SECTION	8.               
Performance Units.



 


Performance Units may be issued hereunder
to Eligible Individuals, for no cash consideration or for such minimum consideration as may be required by applicable law, either
alone or in addition to other Awards granted under the Plan. The Performance Goals to be achieved during any Performance Period
and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Unit, provided
that the Performance Period shall be no less than one year following the date of grant. The Committee may, in connection with
the grant of Performance Units, designate them as Qualified Performance-Based Awards. The conditions for grant or vesting and the
other provisions of Performance Units (including without limitation any applicable Performance Goals) need not be the same with
respect to each recipient. Performance Units may be paid in cash, Shares, other property or any combination thereof, in the sole
discretion of the Committee as set forth in the applicable Award Agreement. The maximum value of the property, including cash,
that may be paid or distributed to any Participant pursuant to a grant of Performance Units made in any one calendar year shall
be $500,000.


 






    	-14-



    	 



    

 


		SECTION	9.               
Other Stock-Based Awards



 


Other Stock-Based Awards may be granted
under the Plan, provided that any Other Stock-Based Awards that are Awards of Common Stock that are unrestricted shall only
be granted in lieu of other compensation due and payable to the Participant. Subject to the terms of the Plan and the applicable
Award Agreement, any Other Stock-Based Award that is a Full-Value Award shall be subject to vesting during a Restriction Period
of at least three years following the date of grant, provided that a Restriction Period of at least one year following the
date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further
that an Other Stock-Based Award that is a Full-Value Award may vest in part on a pro rata basis prior to the expiration of any
Restriction Period, and provided, further, that up to five percent of Shares available for grant as Other Stock-Based
Awards that are Full-Value Awards (together with all other Shares available for grant as Full-Value Awards) may be granted without
regard to the foregoing requirements and the Committee may accelerate the vesting and lapse of any restrictions with respect to
any such Other Stock-Based Awards.


 


		SECTION	10.           
Change in Control Provisions



 


(a)               
General. The provisions of this Section 10 shall, subject to Section 3(d) and Section 10(f), apply notwithstanding
any other provision of the Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award
Agreement.


 


(b)              
Impact of Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in the applicable
Award Agreement: (i) all then-outstanding Options and Stock Appreciation Rights shall become fully vested and exercisable, and
all Full-Value Awards (other than performance-based Awards) shall vest in full, be free of restrictions, and be deemed to be earned
and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the
requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a “Replacement Award”) is provided
to the Participant pursuant to Section 3(d) to replace such Award (any award intended to be replaced by a Replacement Award, a
“Replaced Award”), and (ii) any performance-based Award that is not replaced by a Replacement Award shall be deemed
to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance
Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement of the Performance Goals
for the Award as determined by the Committee not later than the date of the Change in Control, taking into account performance
through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but
not later than the end of the applicable Performance Period)) multiplied by a fraction, the numerator of which is the number of
days during the applicable Performance Period before the date of the Change in Control, and the denominator of which is the number
of days in the applicable Performance Period; provided, however, that such fraction shall be equal to one in the
event that the applicable Performance Goals in respect of such performance-based Awards have been fully achieved as of the date
of such Change in Control.


 


(c)               
Replacement Awards. An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement
Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of
the date of the Change in Control; (iii) if the underlying Replaced Award was an equity-based award, it relates to publicly traded
equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating
to vesting (including with respect to a Termination of Employment) that are substantially identical to those of the Replaced Award;
and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced
Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in
Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award
shall not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be
made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.


 






    	-15-



    	 



    

 


(d)              
Termination of Employment. Upon a Termination of Employment of a Participant occurring upon or during the two years
immediately following the date of a Change in Control by reason of death, Disability or Retirement, by the Company without Cause,
or by the Participant for “Good Reason” (as defined in Section 10(e)), (i) all Replacement Awards held by such Participant
shall vest in full, be free of restrictions, and be deemed to be earned in an amount equal to the full value of such Replacement
Award, and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of the Plan to
the contrary, any Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains
outstanding as of the date of such Termination of Employment may thereafter be exercised, until (A) in the case of Incentive Stock
Options, the last date on which such Incentive Stock Options would be exercisable in the absence of this Section 10(d), and (B)
in the case of Nonqualified Options and Stock Appreciation Rights, the later of (x) the last date on which such Nonqualified Option
or Stock Appreciation Right would be exercisable in the absence of this Section 10(d) and (y) the earlier of (1) the third anniversary
of such Change in Control and (y) expiration of the Term of such Nonqualified Option or Stock Appreciation Right.


 


(e)               
Definition of Change in Control. For purposes of the Plan:


 


“Change in Control”
shall mean any of the following events:


 


(i)                      
Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the then-outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities
of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change
of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (z) any acquisition pursuant
to a transaction that complies with clauses (iii)(A), (iii)(B) and (iii)(C) below;


 






    	-16-



    	 



    

 


(ii)                    
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 was 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 the Board;


 


(iii)                  
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the
acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”),
in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were
the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock
(or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case
may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, 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 the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares
of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and
(C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of
the 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


 


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


 


Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% (30% with respect
to deferred compensation subject to Section 409A of the Code) of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided,
that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of
the Company shall then occur.


 






    	-17-



    	 



    

 


(v)              
     “Good Reason” shall mean (A) a material adverse change in the Participant’s authority, duties or responsibilities
as in effect immediately prior to the Change in Control; (B) a material reduction in the Participant’s base salary
or annual bonus opportunity, in each case as in effect immediately prior to the Change in Control; or (C) the reassignment of the
Participant’s place of employment to an office location more than 50 miles from the Participant’s then-current place
of employment.


 


(f)               
Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, this Section 10 shall be applicable
only to the extent specifically provided in the Award Agreement and permitted pursuant to Section 11(e). Nothing in this Section
10 shall preclude the Company from settling upon a Change in Control an Award if it is not replaced by a Replacement Award, to
the extent effectuated in accordance with Treas. Reg. § 1.409A-3(j)(ix).


 


		SECTION	11.           
Qualified Performance-Based Awards; Section 16(b); Section 409A



 


(a)               
The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any
Participant who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the
tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section 162(m)
Exemption, and, unless otherwise determined by the Committee, all such Awards shall therefore be considered Qualified Performance-Based
Awards and this Plan shall be interpreted and operated consistent with that intention (including, without limitation, to require
that all such Awards be granted by a committee composed solely of members who satisfy the requirements for being “outside
directors” for purposes of the Section 162(m) Exemption (“Outside Directors”)). When granting any Award
other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award,
based upon a determination that (i) the recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3)
of the Code) with respect to such Award, and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption,
and the terms of any such Award (and of the grant thereof) shall be consistent with such designation (including, without limitation,
that all such Awards be granted by a committee composed solely of Outside Directors). To the extent required to comply with the
Section 162(m) Exemption, within 90 days after the commencement of a Performance Period or, if earlier, by the expiration of 25%
of a Performance Period, the Committee will designate one or more Performance Periods, determine the Participants for the Performance
Periods and establish the Performance Goals for the Performance Periods.


 


(b)              
Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested and/or
payable (as applicable) upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions,
such as continued employment, as the Committee may determine to be appropriate.


 


(c)               
The full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise
of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify
for, the Section 162(m) Exemption.


 






    	-18-



    	 



    

 


(d)              
The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and not exempt from)
the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition
of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan
to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority
by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from)
Section 16(b).


 


(e)               
The Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom
and, with respect to amounts that are subject to Section 409A of the Code, it is intended that the Plan be administered in all
respects in accordance with Section 409A of the Code. Each payment under any Award shall be treated as a separate payment for purposes
of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment
to be made under any Award. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, in the event that
a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance
with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” within
the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following a Participant’s
“separation from service” within the meaning of Section 409A of the Code (“Separation from Service”) shall
instead be paid or provided on the first business day after the date that is six months following the Participant’s Separation
from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on
account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate
within 30 days after the date of the Participant’s death.


 


		SECTION	12.           
Term, Amendment and Termination



 


(a)               
Effectiveness. The Plan was approved by the Board on March 19, 2013, subject to and contingent upon approval by at
least a majority of the outstanding shares of the Company. The Plan will be effective as of the date of such approval by the Company’s
shareholders (the “Effective Date”).


 


(b)              
Termination. The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such
date shall not be affected or impaired by the termination of the Plan.


 


(c)               
Amendment of Plan. The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration
or discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted
Award without such Participant’s consent, except such an amendment made to comply with applicable law, including without
limitation Section 409A of the Code, Applicable Exchange listing standards or accounting rules. In addition, no amendment
shall be made without the approval of the Company’s shareholders (a) to the extent such approval is required (1) by
applicable law or the listing standards of the Applicable Exchange as in effect as of the date hereof or (2) under applicable
law or the listing standards of the Applicable Exchange as may be required after the date hereof, (b) to the extent such amendment
would materially increase the benefits accruing to Participants under the Plan, (c) to the extent such amendment would materially
increase the number of securities which may be issued under the Plan or (d) to the extent such amendment would materially
modify the requirements for participation in the Plan.


 






    	-19-



    	 



    

 


(d)              
Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore
granted, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m)
Exemption or without the Participant’s consent materially impair the rights of any Participant with respect to an Award,
except such an amendment made to cause the Plan or Award to comply with applicable law, Applicable Exchange listing standards or
accounting rules.


 


		SECTION	13.           
Unfunded Status of Plan



 


It is presently intended that the Plan constitute
an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however,
that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded”
status of the Plan.


 


		SECTION	14.           
General Provisions



 


(a)               
Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award
to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution
thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions
on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required
to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions:
(i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration
or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect
of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel,
deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental
agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or
advisable.


 


(b)              
Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or
Affiliate from adopting other or additional compensation arrangements for its employees.


 


(c)               
No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall
not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company
or any Subsidiary or Affiliate to terminate the employment of any employee at any time.


 






    	-20-



    	 



    

 


(d)              
Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant
for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such
Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the
Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives
rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount (and not
any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.
The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant.
The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement
of withholding obligations with Common Stock.


 


(e)               
Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant
to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom
any rights of such eligible Individual, after such Participant’s death, may be exercised.


 


(f)               
Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the
Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration
as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee
in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying
Awards that are forfeited or canceled should revert to the Company.


 


(g)              
Governing Law and Interpretation. The Plan and all Awards made and actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of North Carolina, without reference to principles of conflict of laws.
The captions of this Plan are not part of the provisions hereof and shall have no force or effect.


 


(h)              
Non-Transferability. Except as otherwise provided in Section 5(i) or by the Committee, Awards under the Plan
are not transferable except by will or by laws of descent and distribution.


 


(i)                
Deferrals. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may
be deferred. Subject to the provisions of this Plan and any Award Agreement, the recipient of an Award (including, without limitation,
any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, interest
or dividends, or interest or (except with respect to Stock Options and Stock Appreciation Rights) dividend equivalents, with respect
to the number of shares covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may provide
that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Notwithstanding
the foregoing, dividends and dividend equivalents with respect to performance-based Awards may not be paid until vesting (if any)
of such Awards, and the Committee shall not take or omit to take any action that would result in the imposition of penalty taxes
under Section 409A of the Code.


 






    	-21-