Exhibit 10.2


 


PROGRESS FINANCIAL CORPORATION

2016 EQUITY INCENTIVE PLAN


 


1.              Establishment,
Purpose and Types of Awards


 


Progress
Financial Corporation, an Alabama corporation (the "Company"), has established the PROGRESS
FINANCIAL CORPORATION 2016 EQUITY INCENTIVE PLAN (the "Plan"). The purpose of the Plan is to promote the
long-term growth and profitability of the Company by (i) providing key people with incentives to improve shareholder value and to
contribute to the growth and financial success of the Company through their future services and (ii) enabling the Company to attract,
retain and reward the best-available persons.


 


The Plan permits the granting
of stock options (including incentive stock options qualifying under Code section 422 and non-statutory stock options), stock appreciation
rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards or any combination of the
foregoing.


 


2.              Definitions


 


Under the Plan, except where the context otherwise indicates,
the following definitions apply:


 


(a)          "Administrator"
means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the
Plan as provided in Section 3 hereof.


 


(b)          "Affiliate"
means any entity, whether now or hereafter existing, that controls, is controlled by or is under common control with the
Company (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, "control"
shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.


 


(c)           "Award"
means any stock option, stock appreciation right, stock award, phantom stock award, performance award or other stock-based
award.


 


(d)          "Board"
means the Board of Directors of the Company.


 


(e)           "Change
in Control" means: (i) the acquisition (other than from the Company) in one or more transactions by any
Person, as defined in this Section 2(e), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the securities of the
Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the
election of directors (the "Company Voting Stock"); (ii) the closing of a sale or other conveyance of
all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange, consolidation
or other business combination involving the Company, if, immediately after such transaction, persons who hold a majority of the
outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning
100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock; provided,
however, that a Change in Control shall not include (x) any consolidation or merger effected exclusively to change the
domicile of the Company or (y) any transaction or series of transactions principally for bona fide equity financing purposes in
which cash is received by the Company or indebtedness of the Company is cancelled or converted or a combination thereof; provided,
further, that for purposes of any Award or sub-plan that constitutes a "nonqualified deferred compensation plan,"
within the meaning of Code section 409A, the Administrator, in its discretion, may specify a different definition of Change in
Control in order to comply with the provisions of Code section 409A.


 






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For purposes of this Section 2(e),
a "Person" means 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, other than: employee benefit plans sponsored or maintained by the Company and by entities
controlled by the Company or an underwriter of the Common Stock in a registered public offering.


 


(f)            "Code"
means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.


 


(g)          "Common
Stock" means shares of common stock of the Company, par value of $1.00 per share.


 


(h)          "Fair
Market Value" means, with respect to a share of the Company's Common Stock for any purpose on a particular date, the
value determined by the Administrator in good faith in accordance with Code section 409A (such that any Award granted hereunder will not
be considered deferred compensation subject to Code section 409A, unless other provisions of an Award unrelated to Fair Market Value cause
otherwise) and, for purposes of granting incentive stock options, in accordance with Code section 422. However, if the Common Stock is
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a
national exchange or market, "Fair Market Value" means, as applicable, (i) either the closing price or the
average of the high and low sale price on the relevant date, as determined in the Administrator's discretion, quoted on the New York Stock
Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market; (ii) the last sale price on the
relevant date quoted on the Nasdaq Capital Market; (iii) the average of the high bid and low asked prices on the relevant date quoted
on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator's
discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the
relevant date furnished by a professional market maker for the Common Stock, or by such other source, selected by the Administrator. If
no public trading of the Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall be determined
as of the next preceding date on which trading of the Common Stock does occur. For all purposes under the Plan, the term "relevant
date" as used in this Section 2(h) means either the date as of which Fair Market Value is to be determined or the
next preceding date on which public trading of the Common Stock occurs, as determined in the Administrator's discretion, in accordance
with Code section 409A.


 


(i)           "Grant
Agreement" means a written document memorializing the terms and conditions of an Award granted pursuant to the Plan,
which shall incorporate by reference the terms of the Plan.


 


3.              Administration


 


(a)           Administration
of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board from
time to time. To the extent allowed by applicable state law, the Board by resolution may authorize an officer or officers to grant Awards
(other than Stock Awards) to other officers and employees of the Company and its Affiliates, and, to the extent of such authorization,
such officer or officers shall be the Administrator.


 






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(b)          Powers
of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include
authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and
establish programs for granting Awards.


 


Subject to limitations
that may from time to time apply under banking laws and regulations, including restrictions on "golden parachute payments"
in 12 CFR Part 359, the Administrator shall have full power and authority to take all other actions necessary to carry out the
purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom,
and the time or times at which, Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine
the number of shares to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations,
restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew
outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided, however, that, except
as provided in Section 6 or 7(d) of the Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder and that, with respect to Awards subject to Code section 409A, any
modifications shall conform to the requirements of Code section 409A and any guidance and regulations issued thereunder);
(vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate
the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any
restriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee's employment
or other relationship with the Company (provided, however, that, with respect to Awards subject to Code section 409A, any
acceleration or waiver shall conform to the requirements of Code section 409A and any guidance and regulations issued thereunder);
(vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid with respect
to a performance period; and (viii) for any purpose, including, but not limited to, qualifying for preferred tax treatment
under foreign tax laws or otherwise complying with the regulatory requirements of local or foreign jurisdictions, to establish,
amend, modify, administer or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such
sub-plans.


 


The Administrator shall have
full power and authority, in its sole and absolute discretion, to administer, construe and interpret the Plan, Grant Agreements and all
other documents relevant to the Plan and Awards issued thereunder, to establish, amend, rescind and interpret such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems
necessary or advisable, and to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent the Administrator shall deem it desirable to carry it into effect.


 


(c)          Non-Uniform
Determinations. The Administrator's determinations under the Plan (including, without limitation, determinations of the persons
to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing
such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive,
Awards under the Plan, whether or not such persons are similarly situated.


 






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(d)          Limited Liability. To the maximum extent permitted by law, no member of the Administrator
shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.


 


(e)          Indemnification.
To the maximum extent permitted by law and by the Company's charter and bylaws, the members of the Administrator shall be indemnified
by the Company in respect of all their activities under the Plan.


 


(f)            Effect
of Administrator's Decision. All
actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers
vested in it hereunder shall be in the Administrator's sole and absolute discretion and shall be conclusive and binding on all
parties concerned, including the Company, its shareholders, any participants in the Plan and any other employee, consultant or
director of the Company, and their respective successors in interest.


 


4.              Shares
Available for the Plan


 


Subject to adjustments as
provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the
Plan shall not exceed an aggregate of seven percent (7%) of the 6,666,305 outstanding and treasury shares of Common Stock as of December 31,
2015. The Company shall reserve such number of shares of Common Stock for Awards under the Plan, subject to adjustments as provided
in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes
un-exercisable, is settled in cash without delivery of shares of Common Stock or is forfeited or otherwise terminated, surrendered or
canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with any Award
(whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares
subject to such Award and the repurchased, surrendered and withheld shares shall thereafter be available for further Awards under the
Plan; provided, however, that any such shares that are surrendered to or repurchased or withheld by the Company in connection with
any Award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended
to qualify under Code section 422.


 


5.              Participation


 


Participation in the Plan
shall be open to all employees, officers and directors of, and other individuals providing bona fide services to or for, the Company,
or of any Affiliate of the Company, as may be selected by the Administrator from time to time. The Administrator may also grant Awards
to individuals in connection with hiring, retention or otherwise, prior to the date on which the individual first performs services for
the Company or an Affiliate, provided that such Awards shall not become vested or exercisable, and no shares shall be issued to such individual,
prior to the date the individual first commences performance of such services.


 


6.              Awards


 


The Administrator, in its
sole discretion, establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other
types of Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided
in the Grant Agreement. The Administrator may permit or require a recipient of an Award to defer such individual's receipt of the payment
of cash or the delivery of Common Stock that would otherwise be due to such individual by virtue of the issuance of, exercise of, payment
of or lapse or waiver of restrictions respecting any Award. If any such payment deferral is required or permitted, the Administrator
shall, in its sole discretion, establish rules and procedures for such payment deferrals, which such rules and procedures shall
comply with Code section 409A.


 






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(a)           Stock
Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options as that term is
defined in Code section 422 or nonstatutory stock options. Options must have an exercise price at least equal to Fair Market Value as
of the date of grant. Notwithstanding anything in this Plan or any Grant Agreement to the contrary, the following additional requirements
shall apply to all incentive stock options:


 


		(i)	No stock option shall be an incentive stock option unless so designated by the Administrator at the time
of grant or in the Grant Agreement evidencing such stock option;



 


		(ii)	Awards of incentive stock options shall be limited to employees of the Company or of any current or hereafter
existing "parent corporation" or "subsidiary corporation," as defined in Code sections 424(e) and
(0, respectively, of the Company and any other individuals who are eligible to receive incentive stock options under the provisions of
Code section 422;



 


		(iii)	Pursuant to Code section 422(d), the aggregate fair market value (determined as of the grant date) of
shares of Common Stock with respect to which an incentive stock option first becomes exercisable by an individual in any calendar year
under the Plan or any other plan of the Company (and its parent and subsidiary corporations, within the meaning of Code section 424(e) and
(f), as may exist from time to time) may not exceed $100,000 or such other amount as may be permitted from time to time under Code section
422. To the extent that such aggregate fair market value exceeds $100,000 or other applicable amount in any calendar year, such portion
of the incentive stock option will be treated as a non-statutory stock option with respect to the amount of aggregate Fair Market Value
thereof that exceeds the Code section 422(d) limit. For this purpose, incentive stock options will be taken into account in the order
in which they were granted. In such case, the Company may designate the shares of Common Stock that are to be treated as stock acquired
pursuant to the exercise of the incentive stock option and the shares of Common Stock that are to be treated as stock acquired pursuant
to the non-statutory stock option by issuing separate certificates for such shares and identifying the certificates as such in the stock
transfer records of the Company; and



 


		(iv)	If an individual owns, directly or indirectly through attribution, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or of any of its subsidiaries (within the meaning of Code section 424(0)
on the grant date, then with respect to each grant of an incentive stock option to such individual: (A) the exercise price may not
exceed 110% of the Fair Market Value of the Common Stock on the grant date, and (B) the incentive stock option is not exercisable
after the last business day prior to the fifth anniversary (rather than
the tenth anniversary) of the date on which such incentive stock option is granted.



 






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(b)          Stock
Appreciation Rights. The Administrator may from time to time grant to eligible participants Awards of Stock Appreciation Rights
("SAR"). A SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement,
a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date
of one share of Common Stock over (B) the base price per share specified in the Grant Agreement, times (ii) the number of shares
specified by the SAR, or portion thereof, that is exercised. The base price per share specified in the Grant Agreement shall not be less
than the Fair Market Value on the grant date. Payment by the Company of the amount receivable upon any exercise of a SAR may be made by
the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator.
If upon settlement of the exercise of a SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the exercise date. No fractional
shares shall be used for such payment, and the Administrator shall determine whether cash shall be given in lieu of such fractional shares
or whether such fractional shares shall be eliminated.


 


(c)           Stock
Awards. The Administrator may from time to time grant restricted or unrestricted stock Awards to eligible participants in such
amounts, on such terms and conditions and for any lawful consideration as the Administrator may determine. The consideration for a stock
Award may be in the form of services provided, or may be paid in Common Stock, in cash or in a combination of Common Stock and cash, as
determined in the sole discretion of the Administrator.


 


(d)          Phantom
Stock. The Administrator may from time to time grant Awards to eligible participants denominated in stock-equivalent units
("phantom stock") in such amounts and on such terms and conditions as it shall determine. Phantom stock units
granted to a participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require a segregation
of any of the Company's assets. An Award of phantom stock may be settled in Common Stock, in cash or in a combination of Common Stock
and cash, as determined in the sole discretion of the Administrator. Except as otherwise provided in the applicable Grant Agreement, the
grantee shall not have the rights of a shareholder with respect to any shares of Common Stock represented by a phantom stock unit solely
as a result of the grant of a phantom stock unit to the grantee.


 


(e)           Performance
Awards. The Administrator may, in its discretion, grant performance awards that become payable on account of attainment of
one or more performance goals established by the Administrator. Performance awards may be paid by the delivery of Common Stock or cash,
or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator. Performance goals established
by the Administrator may be based on the Company's or an Affiliate's operating income or one or more other business criteria selected
by the Administrator that apply to an individual or group of individuals, a business unit or the Company or an Affiliate as a whole, over
such performance period as the Administrator may designate.


 


(f)           Other
Stock-Based Awards. The Administrator may from time to time grant other stock-based awards to eligible participants in
such amounts, on such terms and conditions and for any lawful consideration as the Administrator may determine. Other stock-based
awards may be denominated in cash, in Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in
securities or debentures convertible into Common Stock or in any combination of the foregoing and may be paid in Common Stock or
other securities, in cash or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion
of the Administrator.


 






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7.             Miscellaneous


 


(a)          Withholding
of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator
for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the
tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such tax obligations
is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes and shall
not exceed in amount the minimum statutory tax withholding obligation.


 


(b)          Loans.
To the extent otherwise permitted by law, the Company or its Affiliate may make or guarantee loans to grantees to assist grantees
in exercising Awards and satisfying any withholding tax obligations.


 


(c)           Transferability.
Except as otherwise determined by the Administrator, and in any event in the case of an incentive stock option or a stock appreciation
right granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise
than by will or the laws of descent and distribution. Unless otherwise determined by the Administrator in accord with the provisions of
the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period
the grantee is under a legal disability, by the grantee's guardian or legal representative.


 


(d)          Adjustments
for Corporate Transactions and Other Events.


 


(i)            Stock
Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting,
the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under the Plan, as provided
in Section 4 of the Plan, and (B) the number of shares covered by and the exercise price and other terms of outstanding Awards,
shall, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time at which it approves
such stock dividend, stock split or reverse stock split, that no such adjustment shall be made. The Administrator may make adjustments,
in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards as
a result of the stock dividend, stock split or reverse stock split.


 


(ii)           Non-Change
in Control Transactions. Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change
affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger,
consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company,
the Administrator, in its discretion and without the consent of the holders of the Awards, may make (A) appropriate adjustments to
the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan, as provided
in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including, but not limited to, modifying the number,
kind and price of securities subject to Awards.


 






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(v)           Change
in Control Transactions. In the event of any transaction resulting in a Change in Control of the Company, outstanding stock
options and other Awards that are payable in or convertible into Common Stock under the Plan will terminate upon the effective time of
such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Awards by,
or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination,
the holders of stock options and other Awards under the Plan will be permitted, immediately before the Change in Control, to exercise
or convert all portions of such stock options or other Awards under the Plan that are then exercisable or convertible or that become exercisable
or convertible upon or prior to the effective time of the Change in Control. Notwithstanding any other provision of the Plan to the contrary,
in the event of a Change in Control, the Administrator may, in its sole discretion, take such actions as it deems appropriate in connection
with such Change in Control to provide for the acceleration of the exercisability of any or all outstanding stock options or other Awards,
subject to compliance with Section 409A of the Code and any applicable banking laws and regulations. There will be no automatic acceleration
of the exercisability of any or all outstanding stock options or other Awards upon a Change in Control unless otherwise determined by
the Administrator. If, immediately before the Change in Control, no stock of the Company is readily tradeable on an established securities
market or otherwise, and the vesting of an Award or Awards pursuant to this Section 7(d)(iii) would be treated as a "parachute
payment" (as defined in section 280G of the Code), then such Award or Awards shall not vest unless the requirements of the shareholder
approval exemption of section 280G(b)(5) of the Code have been satisfied with respect to such Award or Awards.


 


(vi)         Unusual
or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders of Awards,
adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting
the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations or accounting
principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.


 


(vii)         Adjustments
to Awards. Any adjustments under this Section 7(d) shall conform to the requirements of any and all applicable banking
laws and regulations and of Code section 409A and any guidance and regulations issued thereunder.


 


(e)           Substitution
of Awards in Mergers and Acquisitions. Subject to compliance with Code section 409A, awards may be granted under the Plan from
time to time in substitution for awards held by employees, officers, consultants or directors of entities who become or are about to become
employees, officers, consultants or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing
entity with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity.
The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that
the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they
are substituted.


 


(f)           Other
Agreements. As a condition precedent to the grant of any Award under the Plan, the exercise pursuant to such an Award or
to the delivery of certificates for shares issued pursuant to any Award, the Administrator may require the grantee or the grantee's
successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement, stockholder's agreement,
voting trust agreement, voting agreement, right of first refusal agreement, co-sale agreement, lock-up agreement or other agreements
regarding the Common Stock of the Company in such form(s) as the Administrator may determine from time to time in its sole
discretion.


 






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(g)            Termination,
Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time. Except
as otherwise determined by the Board, termination of the Plan shall not affect the Administrator's ability to exercise the powers granted
to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


(h)           Non-Guarantee
of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue
in the service of the Company or shall interfere in any way with the right of the Company to terminate such service at any time with
or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest; (ii) the forfeiture
of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual's interests under the Plan.


 


(i)           Compliance
with Securities Laws; Listing and Registration. If at any time the Administrator determines that the delivery of Common Stock under
the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the right
to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that
such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under Federal,
state or foreign laws.


 


The Company may require that
a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any share certificate, make such written representations
(including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of Federal, state
or foreign securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit
the Company to issue the Common Stock in compliance with applicable Federal, state or foreign securities laws. The stock certificates
for any shares of Common Stock issued pursuant to the Plan may bear a legend restricting transferability of the shares of Common Stock
unless such shares are registered or an exemption from registration is available under the Securities Act of 1933, as amended and applicable
state or foreign securities laws.


 


(j)             No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires
a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company.


 


(k)            Governing
Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan and of any rules, regulations,
determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons
having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal
laws and the laws of the State of Alabama, without regard to its conflict of laws principles.


 






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(l)             Effective
Date; Termination Date. The Plan is effective on April 19, 2016, subject to any required regulatory approvals and
approval of the shareholders of the Company. If the shareholders of the Company fail to approve the Plan within twelve (12) months of
the date on which the Board adopted the Plan, then the Plan shall be null and void, and any Award granted hereunder shall be canceled.
No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective
date of the Plan, or, if earlier, the tenth anniversary of the date the Plan is approved by the shareholders. Subject to other applicable
provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards
have been satisfied or terminated in accordance with the Plan and the terms of such Awards.


 


(m)        Code
Section 409A. The Awards granted herein are intended to be exempt from or otherwise comply with Code section 409A.
To the extent an Award is subject to Code section 409A, the terms and conditions of the Award shall comply with Code section 409A
and any guidance and regulations issued thereunder and shall be interpreted, operated and administered accordingly. Notwithstanding
any provision of the Plan or a Grant Agreement to the contrary, the Company reserves the right to amend any Award as the Company
deems necessary or desirable to avoid the imposition of taxes or penalties under Code section 409A. In any case, a recipient shall
be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such recipient in connection
with an Award (including any taxes and penalties under Code section 409A), and neither the Company nor any of its Affiliates shall
be liable for any such taxes or penalties or have any obligation to indemnify or otherwise hold such recipient harmless from any or
all such taxes or penalties.


 






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