Exhibit 10.8


 


2011 BNC
FINANCIAL GROUP, INC. STOCK OPTION AND EQUITY AWARD PLAN


 


ARTICLE
I


PURPOSE


 


BNC Financial Group, Inc. is a dynamic and growing
bank holding company that wishes to continue to promote a close identity between the interests of its shareholders and management.
It also wishes to continue to attract and retain employees and directors and provide equity incentives for their efforts. In furtherance
thereof, the 2011 BNC Financial Group, Inc. Stock Option and Equity Award Plan, which includes consideration of the grants from
prior plans and imposes an overall cap on dilution to shareholders from all such plans, is designed as a further means of attracting
and retaining these individuals and others who are in a position to make important and direct contributions to the Company’s
success.


 


ARTICLE
II


DEFINITIONS


 


Section 2.1.          Definitions.


 


Whenever used herein, the following terms shall
have the meanings set forth below:


 


"BNC" means The Bank of New Canaan.


 


“BNCFG” means each of BNC Financial Group,
Inc., The Bank of New Canaan and The Bank of Fairfield, collectively or individually, as the context so requires.


 


"Board" means the Board of Directors
of the Company.


 


"Code" means the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.


 


"Committee" means the Board's Personnel
and Compensation Committee or any similar committee designated by the Board to serve the functions of the Committee under the Plan.
The Committee's responsibilities may be performed by the Board as a whole.


 


"Common Stock" means the Company's
Common Stock, no par value per share.


 


“Company” means BNC Financial Group,
Inc.


 


"Director" means a member of the Board.


 


"Disability," as applied to a Grantee,
shall have the meaning set forth in Section 22(e)(3) of the Code.


 


"Eligible Grantee" means such persons
referred to in Article IV including Directors and officers of the Company and directors, officers and other employees of the Banks.


 




    	 



    	 



    

 


"ERISA" means the Employee Retirement
Income Security Act of 1974, as amended.


 


"Exchange Act" means the Securities
Exchange Act of 1934, as amended.


 


"Fair Market Value" shall be determined
by the Committee as follows:


 


(i)          If
the Common Stock is readily tradeable on an established securities market, the fair market value shall be the average trading price
of the stock for the 30-day period preceding the date of Grant. For these purposes, an over-the-counter market may be considered
an established securities market; or


 


(ii)         If
the Committee determines, in its reasonable discretion based on available information, that the Common Stock is not "readily
tradeable" (even if listed on an established securities market), the Committee may consider such other information as, in
its discretion, it determines is appropriate to more accurately determine fair market value on the date of grant.


 


"Grant" means individually or collectively,
an award granted under the Plan of Incentive Stock Options or Non-Qualified Stock Options (Incentive Stock Options and Non-statutory
Stock Options are collectively referred to as "Options"), Restricted Stock, Restricted Stock Units and/or Stock Appreciation
Rights (hereinafter collectively referred to as "Grants").


 


"Grant Agreement" means a written
agreement in a form approved by the Committee to which is executed by an authorized member of the Committee and the by the Grantee.


 


"Grantee" means an Eligible Grantee
to whom a Grant is made.


 


"Grant Date," as used with respect
to a Grant, means the date on which such Grant is granted by the Committee pursuant to the Plan as set forth in 6.1, 7.1 and 8.1
of the Plan.


 


"Incentive Stock Option" means an
Option described in Code Section 422(b).


 


"Non-Employee Director" means a member
of the Board who is not an employee of BNCFG or any Subsidiary.


 


"Non-Qualified Stock Option" means
an Option that is not an Incentive Stock Option. All Options shall be Non-Qualified Stock Options unless identified as Incentive
Stock Options.


 


"Option" means the right to purchase,
at a price and for the term fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions
in the Plan and the applicable Grant Agreement, a number of Shares determined by the Committee.


 


"Option Price" means the exercise
price per Share set by the Committee in accordance with Section 6.3 of the Plan.


 


“Other Plans” means the Company’s
2002 Bank Management, Director and Founder Stock Option Plan, the Company’s 2006 Stock Option Plan and the Company’s
2007 Stock and Equity Award Plan, collectively.


 




    	 



    	 



    

 


"Performance Goal" means the objectives
for the Eligible Grantee that may be established by the Committee for a Performance Period with respect to any performance-based
Grants contingently awarded under the Plan. The Performance Goals shall be based on criteria, either individually or in any combination,
specified by the Committee, applied individually, and measured over a period of time including any portion of a year, annually
or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years' results
or to a designated comparison group, in each case as determined by the Committee. Notwithstanding the foregoing, the Committee
may, in its discretion, adjust Performance Goals as it considers necessary or appropriate.


 


"Performance Period" means the period
selected by the Committee during which the performance of any Eligible Grantee is measured for the purpose of determining the extent
to which a performance-based Grant subject to Performance Goals has been earned.


 


"Plan" means The 2011 BNC Financial
Group, Inc. Stock Option and Equity Award Plan, as amended from time to time.


 


"Retirement," as applied to an officer
or other employee, shall mean when the officer's or other employee's employment with BNCFG or any present or future parent or Subsidiary
of BNCFG terminates upon or after such person’s age and complete years of service with BNCFG and Subsidiaries (measured as
complete 12 month periods following one’s first day of employment) equals 65.


 


"Retirement," as applied to a Non-Employee
Director, shall mean the end of a sitting Non-Employee Director's first term expiration after he or she reaches age 65.


 


"Restricted Stock" is a Grant described
in Article VII of the Plan.


 


"Restricted Stock Units" is a Grant
described in Article VII of the Plan.


 


"Stock Appreciation Right" is a Grant
described in Article VIII of the Plan.


 


“Shares” means shares of Common
Stock.


 


"Subsidiary" means an entity of which,
at the time such subsidiary status is to be determined, at least 50% of the total combined voting power of all classes of stock
of such entity is held by BNCFG and their respective Subsidiaries (exclusive of ownership by the entity whose subsidiary status
is being determined).


 


"Successor" means the legal representative
of the estate of a deceased Grantee or the person or persons who shall acquire the right to exercise an Option by bequest or inheritance
or by reason of the death of the Grantee.


 


“TBF” means The Bank of Fairfield.


 


"Term" means the period during which
a particular Option or Stock Appreciation Right may be exercised.


 




    	 



    	 



    

 


ARTICLE
III


ADMINISTRATION


 


Section 3.1.          Effective
Date and Duration of Plan. The effective date of the Plan is September 1, 2011 (the “Effective Date”), subject
to the approval of the shareholders of the Company. The Plan shall terminate on, and no Grant shall be made hereunder on or after,
on the tenth (10th) anniversary of the Effective Date; provided, however, that the Board may at any time prior to that
date terminate the Plan.


 


Section 3.2.          Administration
of the Plan.


 


(a)          The
Plan shall be administered by the Committee. The Committee shall consist of at least two "Non-Employee Directors" as
defined in Rule 16b-3 under the Exchange Act. Subject to the limitations of Section 3.2(b) hereof, nothing herein shall be deemed
to prohibit any employee director from serving on the Committee for purposes unrelated to the Plan. The Committee shall have the
responsibility of construing and interpreting the Plan and of establishing and amending such rules and regulations as it deems
necessary or desirable for the proper administration of the Plan. Any decision or action taken or to be taken by the Committee,
arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and
regulations, shall, to the extent permitted by law, be within its absolute discretion (except as otherwise specifically provided
herein) and shall be conclusive and binding upon all Grantees and any person claiming under or through any Grantee.


 


(b)          Any
member of the Board or the Committee who is not a "Non Employee Director" shall be without vote on (i) any proposed amendment
to the Plan, or (ii) any other matter which might affect such member's individual interest under the Plan; nor shall such member's
presence be counted in determining whether a quorum is present at any meeting at which a vote involving the Plan or individual
rights thereunder is taken.


 


ARTICLE
IV


ELIGIBILITY
AND PARTICIPATION


 


The Committee shall select the officers and
other employees of BNCFG who are eligible to receive Grants under the Plan. All Directors and directors of each Bank shall also
be eligible to receive Grants under the Plan.


 


ARTICLE
V


GRANTS


 


Section 5.1.          Grants.


 


(a)          Type
of Grants under the Plan. Grants may consist of awards of Options, Restricted Stock, Restricted Stock Units and/or Stock Appreciation
Rights. Grants may be awarded singly or in combination with other Grants. All Grants shall be subject to the terms and conditions
set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are
specified in writing by the Committee to the Grantee in the Grant Agreement. The Committee shall approve the form and provisions
of each Grant Agreement.


 




    	 



    	 



    

 


(b)          Grant
Determination. The Committee shall have plenary authority, subject to the provisions of the Plan, to (i) determine the type,
size and terms of Grants to be awarded to each Grantee; (ii) determine the time when the Grants will be made and the duration of
any applicable exercise or restriction period, including the criteria for acceleration of exercisability of Options and Stock Appreciation
Rights, provided that no Incentive Stock Option shall be granted which is exercisable after the expiration of ten (10) years from
the date it is granted, (iii) accelerate the vesting of all or any portion of Grants, (iv) if applicable, establish and review
Grantee's performance against applicable Performance Goals for the Performance Period, and (v) establish such rules and regulations
or take such action as it deems necessary or advisable for the proper administration of the Plan, including the authority to re-grant
forfeited awards and to determine to whom such awards shall be granted. The Committee's consideration of Grants to be made under
the Plan to employees shall be made in consultation with and after considering the recommendations of the Chief Executive Officer
of the Company and/or Banks.


 


Section 5.2.          Shares
Subject to the Plan. Subject to adjustment in accordance with Sections 5.3, the aggregate number of Shares reserved and available
for issuance in connection with Grants under the Plan shall be (i) 45,000 Shares, plus (ii) the aggregate
number of Shares and Shares underlying Grants that have not been reserved for issuance under the Other Plans as of September 1,
2011, plus (iii) any Shares previously reserved for issuance under the Other Plan that subsequent to September 1, 2011,
pursuant to the terms of the applicable Other Plan, are Shares under Grants that remain unexercised at the expiration, forfeiture
or other termination of such Grant, or are Shares pursuant to a Grant that are forfeited or repurchased and thus become available
for re-issuance under the applicable Other Plan; provided, however, that in no event shall the aggregate number of  Shares
reserved and available for issuance under the Other Plans and the Plan exceed 413,430 Shares (or 15% of the Company’s
issued and outstanding shares as of January 1, 2011).


 


If and to the extent (i) Options or Stock Appreciation
Rights granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised
(other than for reasons of the Exercise Price of the Option or the Base Amount of the Stock Appreciation Right being less than
the current Fair Market Value thereof), or (ii) any shares of Restricted Stock or Restricted Stock Units are forfeited, or (iii)
Shares are used by the Grantee to pay withholding taxes or as payment for the Exercise Price of the Option or the Base Amount of
the Stock Appreciation Right, then the Shares not made the subject of Grants, and the Shares subject to such terminated, expired,
canceled, forfeited, exchanged or surrendered Grants shall again be available for purposes of the Plan in addition to the number
of Shares made the subject of awards that are otherwise available for Grants. Shares issued hereunder may consist, in whole or
in part, of authorized and unissued shares or treasury shares.


 


Section 5.3.          Effect
of Changes in Capitalization.


 


(a)          Changes
in Common Stock. If the outstanding Shares are increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split-up, combination
of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company, occurring after the effective date of the Plan, the number
and kind of Shares available for Grants, the number of Shares covered by outstanding Grants and the price per share or the applicable


 




    	 



    	 



    

 


market value of such Grants, including
a per share exercise price of Options and Stock Appreciation Rights, shall be adjusted by the Committee as it deems equitable
and appropriate under the circumstances. This paragraph shall not apply to any merger between BNC and
TBF.


 


(b)          Reorganization
in Which the Company is the Surviving Company. Subject to subsection (c) hereof, if the Company shall be the surviving company
in any reorganization, merger, or consolidation of the Company with one or more other companies, any Grant theretofore awarded
pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of Shares subject to such Grant
would have been entitled immediately following such reorganization, merger, or consolidation, shall be adjusted proportionately
and accordingly by the Committee to reflect any increase or decrease in the numbers of or change the kind or value of issued Shares
to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however,
that any fractional shares resulting from such adjustment shall be eliminated prior to such reorganization, merger, or consolidation.
This paragraph shall not apply to any merger between BNC and TBF.


 


(c)          Reorganization
in Which the Company is Not the Surviving Company or Sale of Assets or Stock. Upon the dissolution or liquidation of the Company,
or upon a merger, consolidation or reorganization of the Company with one or more other companies in which the Company is not the
surviving company, or upon a sale of all or substantially all of the assets of the Company to another company, or upon any transaction
approved by the Board which results in any person or entity owning 80% or more of the combined voting power of all classes of stock
of the Company, the Plan and all Grants outstanding hereunder shall terminate, except to the extent provision is made in writing
in connection with such transaction for the continuation of the Plan and/or the assumption of the Grants theretofore awarded, or
for the substitution for such Grants covering the stock of a successor company, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and exercise prices, in which event the Plan and Grants theretofore awarded shall
continue in the manner and under the terms so provided. In the event of any such termination of the Plan, each individual holding
a Grant shall have the right (subject to the general limitations as otherwise specifically provided in the Grant Agreement relating
to such Grant), immediately prior to the occurrence of such termination and during such period occurring prior to such termination
as the Committee in its sole discretion shall determine and designate, to exercise or settle such Grant in whole or in part, whether
or not such Grant was otherwise exercisable or available for settlement at the time such termination occurs and without regard
to any installment limitation on exercise imposed pursuant to the Plan. The Committee shall send written notice of an event that
will result in such a termination to all individuals with outstanding rights pursuant to such Grants not later than the time at
which the Company gives notice thereof to its shareholders. This paragraph shall not apply to any merger between BNC and TBF.


 


(d)          Adjustments.
Adjustments under this Article V related to stock or securities of the Company shall be made by the Committee whose determination
in that respect shall be final, binding, and conclusive. No fractional Shares or shares of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share or unit.


 


(e)          No
Limitations on Company. The Grants of awards pursuant to the Plan shall not affect or limit in any way the right or power of
the Company to make adjustments,


 




    	 



    	 



    

 


reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.


 


(f)          Issuance
of Securities. Except as provided in this Section 5.3, the issuance by the Company of Shares or securities convertible into
shares of Common Stock of any class, shall not affect the outstanding Grants.


 


ARTICLE VI


OPTIONS


 


Section 6.1.          Grant
of Options: Number and Source of Shares Subject to the Plan.


 


(a)          The
Committee may award Options to a Grantee subject to the limits under Section 5.2. The number of Shares which may be sold pursuant
to Options under the Plan shall be determined consistent with limits under Article V of the Plan. Any Shares to be delivered by
the Company upon the exercise of Options may, at the discretion of the Directors, be authorized but unissued Shares, reacquired
Shares or Shares bought on the market for purposes of the Plan.


 


(b)          The
Committee may award available Options (including re-grant of forfeited Options) to Non-Employee Directors at an Option Price equal
to the Fair Market Value on the Grant Date; provided, further, that Options may be awarded to Non-Employee Directors while serving
thereon as a director of BNCFG.


 


(c)          The
Grant Date of an Option shall be the date on which the Committee's action is final or such later date as specified by the Committee.


 


(d)          In
the event that any Option expires, lapses or otherwise terminates prior to being fully exercised, any Share allocable to the unexercised
portion of such Option may again be made subject to an Option.


 


Section 6.2.          Limitation
on Incentive Stock Options. The aggregate Fair Market Value (determined at the date an Incentive Stock Option is granted) of
the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year
(under the Plan or any other plan maintained by the Company or its Subsidiaries) shall not exceed $100,000. Options so exceeding
the $100,000 level, if any, shall be Non-Qualified Stock Options.


 


Section 6.3.          Option
Price. The Option Price shall be fixed by the Committee and stated in each Grant Agreement and, except as set forth hereafter,
shall be not less than the greater of par value or 100% of the Fair Market Value of a Share on the Grant Date of the Option (as
determined in good faith by the Committee). Notwithstanding the foregoing, in the event the Grantee would otherwise be ineligible
to receive an Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than 10%), the Option Price of an Option that is intended to be an Incentive Stock Option shall be not less than
the greater of par value or 110% of the Fair Market Value of a Share on the Grant Date of such Option. The Committee may not modify
the applicable Option Price set on the Grant Date established in accordance with Section 6.1(c) and this Section 6.3. Payment of
the Option Price shall be made in cash or in such other form as the Committee may approve, including Shares valued at the Fair
Market Value on the date of exercise of the Option, or a


 




    	 



    	 



    

 


combination of cash and/or such other form of property, or by delivery
of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company sale
or loan proceeds sufficient to pay the Option Price.


 


Section 6.4.         Terms and Exercise
of Options; Limitations on Exercise and Transferability of Options.


 


(a)          Each
Option granted under the Plan shall be exercisable only during a Term commencing on the Grant Date, unless otherwise specified
in the Grant Agreement, and ending (unless the Option shall have terminated earlier under other provisions of the Plan) on a date
to be fixed by the Committee but in no event later than the tenth anniversary of its date of grant; provided, however, that in
the event the Grantee would otherwise be ineligible to receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10%), an Option granted to such Grantee that is intended
to be an Incentive Stock Option shall in no event be exercisable after the expiration of five years from the date it is granted.


 


(b)          The
Committee shall have authority to grant Options exercisable in full at any time during their Term, or exercisable in cumulative
or non-cumulative installments.


 


(c)          Notwithstanding
the provisions of subparagraph (b) hereof, an Option or portion thereof that has vested shall become fully exercisable upon the
occurrence of the Grantee's death or withdrawal from the Board by reason of such person's Retirement or Disability, or on the day
preceding a reorganization in which the Company is not the surviving company or sale of assets or stock as described in Section
5.3.


 


(d)          Options
shall be exercised in whole or in part in accordance with the procedures set forth in the Grantee's Grant Agreement.


 


(e)          Subject
to the provisions of subsection (f) hereof, upon compliance by the Grantee with such terms of exercise, the Company shall promptly
deliver to the Grantee a certificate or certificates for the Shares purchased, without charge to the Grantee for any issue or transfer
tax.


 


(f)          The
Committee may postpone any exercise of an Option for such time as the Committee in its discretion may deem necessary, in order
to permit the Company with reasonable diligence to determine that the Shares are qualified for delivery under such securities laws
and regulations as the Committee may deem to be applicable thereto; and the Company shall not be obligated by virtue of any Grant
Agreement or any provision of the Plan to recognize the exercise of an Option to sell or issue Shares in violation of any applicable
law. Any such postponement shall not extend the Term of an Option; and neither BNCFG nor its respective directors or officers shall
have any obligation or liability to the Grantee of an Option, or to the Grantee's Successor, with respect to any Shares as to which
the Option shall lapse because of such postponement.


 


(g)          All
Options granted under the Plan shall not be transferable other than by will or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as


 




    	 



    	 



    

 


defined by the Code or Title I of ERISA, or the rules thereunder,
and may be exercised during the lifetime of the Grantee only by the Grantee, except that the Committee may permit:


 


			(i)          exercise, during the Grantee's lifetime, by the Grantee's guardian
or legal representative;



 


			(ii)         transfer, upon the Grantee's death, to beneficiaries designated by
Grantee in a manner authorized by the Committee, provided that the Committee determines that such exercise and such transfer are,
with respect to an Incentive Stock Option, consistent with the requirements of Section 422(b)(5) of the Code; and



 


			(iii)        transfers for estate or other personal financial planning purposes, if
the Committee determines that such transaction is not inconsistent with the purposes of this Plan, in its discretion.



 


(h)          Upon
the exercise of a Non-Qualified Stock Option by the Grantee, the stock certificate or certificates may, at the request of the Grantee,
be issued in the Grantee's name and the name of another person as joint tenants with right of survivorship.


 


(i)          The
Committee may provide, in the Grant Agreement, for the lapse of the Option, prior to the expiration of its Term, upon the occurrence
of any event specified by the Committee. The Committee may also provide, in the Grant Agreement or by subsequent determination,
for extension of a Term of an Option beyond a termination of employment, provided the Term is not extended beyond its original
expiration date or, if earlier, the 10th anniversary date following the Grant Date.


 


(j)          A
person electing to exercise an Option shall give written notice, in such form as the Committee may require, of such election to
the Company and shall tender to the Company the full Option Price of the Shares for which the election is made.


 


Section 6.5.          Exercise
of Options by Grantee on Cessation of Employment. Except as otherwise specifically provided for herein, employment for the
purposes of this Section shall mean continuous full-time salaried employment with either BNCFG or a Subsidiary, except that vacations,
sick leaves and other approved absences and severance pay periods shall be disregarded. Employment for the purposes of this section
may, at the discretion of the Committee, also include continuous full-time salaried employment with a former Subsidiary under circumstances
as determined by the Committee, which determination can be made either at the time of granting an Option or afterward. The following
limitations shall apply to any provisions the Committee shall make in a Grant Agreement for exercises of Options following cessation
of employment.


 


(a)          Except
as provided in Section 6.5 (b), (c) and (e) below, in the event Grantee ceases to be an employee of BNCFG or a Subsidiary through
involuntary termination without cause by BNCFG or any voluntary termination, all Options held by such Grantee shall lapse on the
date that is the earlier of (i) ninety (90) days following such termination, or (ii) the expiration date set forth in such Option.


 




    	 



    	 



    

 


(b)          If
such termination is due to Retirement, all Options held by such Grantee shall lapse on the date that is the earlier of (i) ninety
(90) days after such termination in the case of the exercise of an Incentive Stock Option, except as otherwise provided in Section
(d) below, and, such period of time as determined by the Committee and set forth in the Agreement evidencing such Option in the
case of the exercise of a Non-Qualified Stock Option, or (ii) the expiration date set forth in such Option.


 


(c)          If
such termination is due to death or Disability, all Options held by such Grantee shall lapse on the date that is the earlier of
(i) one (1) year after such termination in the case of the exercise of an Incentive Stock Option, except as otherwise provided
in Section (d) below, and, such period of time as determined by the Committee and set forth in the Agreement evidencing such Option
in the case of the exercise of a Non-Qualified Stock Option, or (ii) the expiration date set forth in such Option. 


 


(d)          An
Incentive Stock Option not exercised within ninety (90) days after the date of termination due to Retirement or within twelve (12)
months after the date of termination due to Disability or death shall not lapse and may be exercised within such period of time
as determined by the Committee after the date of such termination to the extent set forth in the Agreement evidencing such Option
(as the permitted period of exercise in such circumstances of a Non-Qualified Stock Option) but will no longer be eligible for
the treatment afforded Incentive Stock Options under Section 422 of the Code.


 


(e)          If
a Grantee should die while employed by BNCFG or a Subsidiary or after Disability or Retirement, any Option previously granted to
the Grantee under this Plan may be exercised by the person designated in such Grantee's last will and testament or, in the absence
of such designation, by the Grantee's estate, to the full extent that such Option could have been exercised by such Grantee immediately
prior to the Grantee's death, but not later than the anniversary of the Grantee's death in the case of the exercise of an Incentive
Stock Option and such period of time as determined by the Committee and set forth in the Agreement evidencing such Option in the
case of the exercise of a Non-Qualified Stock Option.


 


(f)          No
exercises may occur after expiration of the Term of the Option.


 


(g)          In
the event Grantee ceases to be an employee of BNCFG through involuntary termination for cause, all Options held by such Grantee
shall lapse immediately upon such termination. "For Cause" shall be determined by the Directors or with reference to
the employee's employment agreement, if any.


 


Section 6.6.          Exercise
of Options by Grantee other than on Cessation of Employment.


 


(a)          In
the event Grantee ceases to be a Non-Employee Director through removal for cause by BNCFG all Options held by such Grantee shall
lapse immediately upon removal as a director.


 


(b)          In
the event Grantee ceases to be a Non-Employee Director due to Retirement, death or Disability, or for any other reason other than
removal for cause, all Options held by such Grantee shall vest immediately if not earlier vested, and shall continue until the
expiration of the Term. 


 




    	 



    	 



    

 


(c)          No
exercises may occur after expiration of the Term of the Option.


 


ARTICLE
VII


RESTRICTED
STOCK AND RESTRICTED STOCK UNITS


 


Section 7.1 (a) Restricted Stock Grants. Subject to the limits
under Section 5.2, the Committee may award Shares to a Grantee with such restrictions as the Committee deems appropriate ("Restricted
Stock").


 


(b)          General
Requirements. Shares issued or transferred pursuant to Restricted Stock Grants may be awarded pursuant to conditions established
by the Committee under which restrictions on shares of Restricted Stock shall lapse over a period of time or according to such
other criteria as the Committee deems appropriate. The period of time during which the Restricted Stock will remain subject to
restrictions (the "Restriction Period") will be designated in the Grant Agreement.


 


(c)          Number
of Shares. The Committee shall determine the number of Shares to be awarded pursuant to a Restricted Stock Grant and the restrictions
applicable to such Shares, subject to the limitations contained in Section 5.2.


 


(d)          Disposition
of Restricted Stock on Cessation of Employment. Except as otherwise specifically provided for herein, employment for the purposes
of this subsection shall mean continuous full-time salaried employment with BNCFG or a Subsidiary, except vacations, sick leaves
and other approved absences and severance pay periods shall be disregarded. Employment for the purposes of this subsection may,
at the discretion of the Committee, also include continuous full-time salaried employment with a former Subsidiary under circumstances
as determined by the Committee, which determination can be made either at the time of the Restricted Stock Grant or afterward.
The following limitations shall apply to any provisions the Committee shall make in a Grant Agreement as to all shares covered
by the Restricted Stock Grant following cessation of employment.


 


(i)          Except
as provided in paragraphs (ii), (iii) and (iv) below, in the event Grantee ceases to be an employee of BNCFG or a Subsidiary during
the Restriction Period through involuntary termination without cause by BNCFG or any voluntary termination, the Restricted Stock
Grant to such Grantee shall terminate as to all Shares covered by such Grant as to which the restrictions have not lapsed.


 


(ii)         If
such termination is due to Retirement, the Restricted Stock Grant to such Grantee shall vest immediately prior to termination.


 


(iii)        If
such termination is due to death or Disability, the Restricted Stock Grant to such Grantee shall vest immediately prior to termination.


 


(iv)        If a
Grantee should die while employed by BNCFG or a Subsidiary or after Disability or Retirement, any Restricted Stock Grant made to
the Grantee under this Plan may be settled by the person designated in such Grantee's last will and testament or, in the absence
of such designation, by the Grantee's estate, to the full extent that such Restricted Stock Grant could have been settled by such


 




    	 



    	 



    

 


Grantee immediately prior to the Grantee's death, but not
later than such period of time as determined by the Committee and set forth in the Grant Agreement evidencing such Grant.


 


(v)         In
the event Grantee ceases to be an employee of BNCFG or a Subsidiary through involuntary termination for cause, the Restricted Stock
Grant to such Grantee shall terminate as to all Shares covered by such Grant immediately upon such involuntary termination. "For
Cause" shall be determined by the Directors or with reference to the employee's employment agreement, if any.


 


(e)          Disposition
of Restricted Stock by Grantee other than on Cessation of Employment.


 


(i)          In
the event Grantee ceases to be a Non-Employee Director through removal for cause by BNCFG the Restricted Stock Grant to such Grantee
shall terminate as to all Shares covered by such Grant immediately upon removal as a director.


 


(ii)         In
the event Grantee ceases to be a Non-Employee Director due to Retirement, death or Disability, or any reason other than removal
for cause, the Restricted Stock Grant to such Grantee shall vest immediately prior to such cessation.


 


(f)          Restrictions
on Transfer and Legend on Share Certificate. During the Restriction Period, a Grantee may not sell, assign, transfer, pledge
or otherwise dispose of the shares of Restricted Stock except to a permitted Successor. The Committee may determine that the Company
will issue certificates for shares of Restricted Stock, in which case each certificate for a share of Restricted Stock shall contain
a legend giving appropriate notice of the restrictions in the Grant. The Grantee shall be entitled to have the legend removed from
the share certificate covering the Shares subject to restrictions when all restrictions on such Shares have lapsed. The Committee
may determine that the Company will not issue certificates for shares of Restricted Stock until all restrictions on such Shares
have lapsed, or that the Company will retain possession of certificates for shares of Restricted Stock until all restrictions on
such Shares have lapsed.


 


(g)          Right
to Vote and to Receive Dividends. Unless the Committee determines otherwise, in its discretion, the Grantee shall have the
right to vote Restricted Stock. From the date of the Restricted Stock Grant through the earlier of (i) the date such Restricted
Stock is forfeited, and (ii) the date certificates evidencing Shares are delivered, the Grantee shall be entitled to receive dividends
or other distributions paid on such Shares; as deemed appropriate by the Committee; provided, however, that any such dividend equivalents
shall not be payable unless and until the date certificates evidencing the Shares are delivered to the Grantee as provided above.


 


(h)          Lapse
of Restrictions. All restrictions imposed on Restricted Stock shall lapse upon the expiration of the applicable Restriction
Period and the satisfaction of all conditions imposed by the Committee. The Committee may determine, as to any or all Restricted
Stock Grants, that the restrictions shall lapse without regard to any Restriction Period.


 




    	 



    	 



    

 


Section 7.2.          Restricted
Stock Unit Grants.


 


(a)          Restriction
Period. Subject to the limits under Section 5.2, the Committee may grant Restricted Stock Units to Grantees representing the
right to receive Shares, cash, or both, as determined by the Committee. At the end of the Restriction Period, cash or Shares or
both shall be delivered to the Grantee (unless previously forfeited). Restricted Stock Units may not be sold, assigned, transferred,
pledged or otherwise encumbered during the Restriction Period. A Grantee of Restricted Stock Units shall have none of the rights
of a holder of Common Stock unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.


 


(b)          Number
of Units. The Committee shall determine the number of Restricted Stock Units pursuant to a Restricted Stock Unit Grant and
the restrictions applicable to such shares, subject to the limitations contained in Section 5.2.


 


(c)          Disposition
of Restricted Stock Units on Cessation of Employment. Except as otherwise specifically provided for herein, employment for
the purposes of this subsection shall mean continuous full-time salaried employment with BNCFG or a Subsidiary, except vacations,
sick leaves and other approved absences and severance pay periods shall be disregarded. Employment for the purposes of this subsection
may, at the discretion of the Committee, also include continuous full-time salaried employment with a former Subsidiary under circumstances
as determined by the Committee, which determination can be made either at the time Restricted Stock Units are granted or afterward.
The following limitations shall apply to any provisions the Committee shall make in a Grant Agreement as to all shares covered
by the grant of Restricted Stock Units following cessation of employment.


 


(i)          Except
as provided in paragraphs (ii), (iii) and (iv) below, in the event Grantee ceases to be an employee BNCFG or a Subsidiary during
the Restriction Period through involuntary termination without cause by the BNCFG or any voluntary termination, the Restricted
Stock Units awarded to such Grantee shall terminate as to all Shares covered by such Grant as to which the restrictions have not
lapsed.


 


(ii)         If
such termination is due to Retirement, the Restricted Stock Units awarded to such Grantee shall vest immediately prior to such
termination.


 


(iii)        If
such termination is due to death or Disability, the Restricted Stock Units awarded to such Grantee shall vest immediately prior
to such termination.


 


(iv)        If a
Grantee should die while employed by BNCFG or a Subsidiary or after Disability or Retirement, any grant of Restricted Stock Units
made to the Grantee under this Plan may be settled by the person designated in such Grantee's last will and testament or, in the
absence of such designation, by the Grantee's estate, to the full extent that such award of Restricted Stock Units could have been
settled by such Grantee immediately prior to the Grantee's death, but not later than such period of time as determined by the Committee
and set forth in the Grant Agreement evidencing such Grant.


 




    	 



    	 



    

 


(v)         In
the event Grantee ceases to be an employee of BNCFG or a Subsidiary through involuntary termination for cause, the award of Restricted
Stock Units to such Grantee shall terminate as to all Shares covered by such Grant immediately upon such involuntary termination.
"For Cause" shall be determined by the Directors or with reference to the employee's employment agreement, if any.


 


		(d)	Disposition of Restricted Stock Units by Grantee other than on Cessation of Employment.



 


(i)          In
the event Grantee ceases to be a Non-Employee Director through removal for cause by BNCFG, the award of Restricted Stock Units
to such Grantee shall terminate as to all Shares covered by such Grant immediately upon removal as a director.


 


(ii)         In
the event Grantee ceases to be a Non-Employee Director due to Retirement, death or Disability, or any reason other than removal
for cause, the award of Restricted Stock Units to such Grantee shall vest immediately prior to such cessation.


 


ARTICLE
VIII


STOCK
APPRECIATION RIGHTS


 


Section 8.1.          Stock
Appreciation Rights.


 


(a)          General
Requirements. The Committee may award Stock Appreciation Rights to a Grantee subject to the limits under Section 5.2. The Committee
shall establish the base amount of the Stock Appreciation Right on the Grant Date of the Stock Appreciation Right. The base amount
of each Stock Appreciation Right shall be equal to the Fair Market Value of a Share as of the Grant Date of the Stock Appreciation
Right ("Base Amount"). The Committee may not modify the applicable Base Amount of the Stock Appreciation Right after
the Grant Date.


 


(b)          Terms
and Exercise of Stock Appreciation Rights; Limitations on Exercise and Transferability of Stock Appreciation Rights. Each Stock
Appreciation Right granted under the Plan shall be exercisable only during a Term commencing on the Grant Date, unless otherwise
specified in the Grant Agreement, and ending (unless the Stock Appreciation Right shall have terminated earlier under other provisions
of the Plan) on a date to be fixed by the Committee but in no event later than the tenth anniversary of its Grant Date.


 


(c)          Exercise
of Stock Appreciation Rights by Grantee on Cessation of Employment. Except as otherwise specifically provided for herein, employment
for the purposes of this Section shall mean continuous full-time salaried employment with BNCFG or a Subsidiary, except that vacations,
sick leaves and other approved absences and severance pay periods shall be disregarded. Employment for the purposes of this section
may, at the discretion of the Committee, also include continuous full-time salaried employment with a former Subsidiary under circumstances
as determined by the Committee, which determination can be made either at the time of granting a Stock Appreciation Right or afterward.
The following limitations shall apply to any provisions the Committee shall make in a Grant Agreement for exercises of Stock Appreciation
Rights following cessation of employment.


 




    	 



    	 



    

 


(d)          Except
as provided in Section 8(d)(i), (ii) and (iii) below, in the event Grantee ceases to be an employee of BNCFG or a Subsidiary through
involuntary termination without cause by BNCFG or a Subsidiary or any voluntary termination, all Stock Appreciation Rights held
by such Grantee shall lapse on the date that is the earlier of (i) ninety (90) days following such termination, or (ii) the expiration
date set forth in such Stock Appreciation Right.


 


(i)          If
such termination is due to Retirement, all Stock Appreciation Rights held by such Grantee shall vest immediately prior to such
termination.


 


(ii)         If
such termination is due to death or Disability, all Stock Appreciation Rights held by such Grantee shall vest immediately prior
to such termination.


 


(iii)        If
a Grantee should die while employed by BNCFG or a Subsidiary or after Disability or Retirement, any Stock Appreciation Right granted
to the Grantee under this Plan may be exercised by the person designated in such Grantee's last will and testament or, in the absence
of such designation, by the Grantee's estate, to the full extent that such Stock Appreciation Right could have been exercised by
such Grantee immediately prior to the Grantee's death, but not later than such period of time as determined by the Committee and
set forth in the Grant Agreement evidencing such Stock Appreciation Right.


 


(iv)        No exercises
may occur after expiration of the Term of the Stock Appreciation Right.


 


(v)         In
the event Grantee ceases to be an employee of BNCFG or a Subsidiary through involuntary termination for cause, all Stock Appreciation
Rights held by such Grantee shall lapse immediately upon such termination. "For Cause" shall be determined by the Directors
or with reference to the employee's employment agreement, if any.


 


(e)          Exercise
of Stock Appreciation Rights by Grantee other than on Cessation of Employment.


 


(i)          In
the event Grantee ceases to be a Non-Employee Director through removal for cause by BNCFG, all Stock Appreciation Rights held by
such Grantee shall lapse immediately upon removal as a director.


 


(ii)         In
the event Grantee ceases to be a Non-Employee Director due to Retirement, death or Disability, or any reason other than removal
for cause, all Stock Appreciation Rights held by such Grantee shall vest immediately prior to such termination.


 


(iii)        No exercises may occur after expiration of the Term
of the Stock Appreciation Right.


 


(f)          Value
of Stock Appreciation Rights. When a Grantee exercises Stock Appreciation Rights, the Grantee shall receive in settlement thereof,
Shares, cash, or both, as determined by the Committee, equal to the "spread value" for the number of Stock Appreciation


 




    	 



    	 



    

 


Rights exercised. The "spread value" for a Stock Appreciation
Right is the amount representing the difference by which the Fair Market Value of the underlying Common Stock on the date of exercise
of the Stock Appreciation Right exceeds the Base Amount of the Stock Appreciation Right as described in subsection (a).


 


(g)          Form
of Payment. For purposes of calculating the amount of Shares, cash, or both, to be received, Shares shall be valued at their
Fair Market Value on the date of exercise of the Stock Appreciation Right and shall be distributed, subject to Section 9.6, net
of applicable withholding taxes.


 


ARTICLE
IX


MISCELLANEOUS


 


Section 9.1.          Shareholders'
Rights. The existence of Grants shall not affect: the right or power of the Company or its shareholders to make adjustments,
recapitalizations, reorganizations or other changes in the Company's capital structure; the dissolution or liquidation of the Company,
or sale or transfer of any party of its assets or business; or any other corporate act, whether of a similar character or otherwise.


 


Section 9.2.          No
Right to Employment or to Serve as a Director.


 


(a)          Nothing
in the Plan or any instrument executed pursuant hereto shall confer upon any employee any right to continue in the employ of BNCFG
nor shall anything in the Plan affect the right of BNCFG to terminate the employment of any employee, with or without cause.


 


(b)          Nothing
in the Plan or any instrument executed pursuant hereto shall confer upon any Non-Employee Director any right to continue to serve
as a Non-Employee Director nor shall anything in the Plan affect the right of the applicable board of directors to remove a Non-Employee
Director from such board, with or without cause, in accordance with the Company or each Bank’s Certificate of Incorporation
and Bylaws, as applicable.


 


Section 9.3.          Change
in Control.


 


(a)          Notwithstanding
any other provision of the Plan, in the event of a Change in Control described in subsection (b), all restrictions and risks of
forfeiture on Grants (other than those imposed by law or regulation) shall lapse, all vesting periods relating to Grants shall
immediately expire, and (i) all unexercised Options and Stock Appreciation Rights shall become immediately and fully exercisable;
(ii) all shares of Restricted Stock and Restricted Stock Units, not previously vested shall vest immediately and be delivered to
the Grantee entitled thereto; and (iii) all dividend equivalents with respect to such Grants shall be immediately paid over to
the Grantee entitled thereto. Notwithstanding the foregoing, the provisions of this Section
9.3 shall be superseded by the employee's existing employment agreement, if any. 


 


(b)          A
"Change in Control" is the occurrence of any one of the following events:


 


(i)          any
Person (other than a Grantee, the Company or any trustee or other fiduciary holding securities under an employee benefit plan of
the Company (or of any subsidiary of the Company)) is or becomes an "Acquiring Person";


 




    	 



    	 



    

 


(ii)         less
than eighty percent (80%) of the total membership of the Board shall be Continuing Directors; or


 


(iii)        the
shareholders of the Company shall approve a merger or consolidation of the Company or a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets to another Person,
except in any such case in a transaction in which immediately after such merger, consolidation or sale, exchange or transfer, the
shareholders of the Company, in their capacities as such and as a result thereof, shall own at least 50 percent in voting power
of the then outstanding securities of the Company or of any surviving Person pursuant to any such merger (or of its parent), the
consolidated corporation or business entity in any such consolidation, or of the other Person to which such sale, exchange or transfer
of assets is made.


 


(c)          A
"Change in Control" shall be deemed not to have occurred if such event is mandated or directed by a regulatory body having
jurisdiction over BNCFG's operations. It will also not be deemed to have occurred if there is a merger
between BNC and TBF.


 


(d)          For
purposes of this Section 9.3:


 


(i)          "Acquiring
Person" shall mean any Person who becomes after the Effective Date a "beneficial owner" (as defined in Rule 13d-3
of the Exchange Act) of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of
the Company's then outstanding voting securities, unless such Person has filed Form 13 G and all required amendments thereto with
respect to its holdings and continues to hold such securities for investment in a manner qualifying such Person to utilize Form
13G for reporting of ownership.


 


(ii)         "Affiliate"
and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act as in effect on the date hereof.


 


(iii)        "Continuing
Directors" shall mean any member of the Board who was a member of the Board prior to the date hereof, and any successor of
a Continuing Director while such successor is a member of the Board who is not an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or of any such Affiliate or Associate and is recommended or elected to succeed the Continuing Director by
a majority of the Continuing Directors.


 


(iv)        "Person"
shall mean any individual, corporation, partnership, group, association or other "person", as such term is used in Section
13(d) and 14(d) of the Exchange Act.


 


Section 9.4.          Termination,
Suspension or Modification of Plan. Provided no employee member of the Board participates as provided by Section 3.2(b) hereof,
the Board may at any time


 




    	 



    	 



    

 


terminate, suspend or modify the Plan, except that the Board shall
not, without the authorization of the holders of a majority of the outstanding shares present or represented and entitled to vote
at a duly held meeting of the Company’s shareholders, effect any change (other than through adjustment for changes in capitalization
as hereinabove provided) which (a) increases the aggregate number of Shares underlying Grants; (b) changes the class of Eligible
Grantees eligible to be awarded Grants; (c) lowers the minimum Option Price or Base Amount or otherwise materially increases the
benefits accruing to Grantees through Grants under the Plan; (d) renders any member of the Committee eligible to receive a Grant
while serving thereon except as provided by the Plan; (e) extends the effective period of the Plan; or (f) removes the restrictions
set forth in Section 3.2(b). No termination, suspension or modification of the Plan shall adversely affect any right acquired by
any Grantee or any Successor under the terms of a Grant awarded before the date of such termination, suspension or modification,
unless such Grantee or Successor shall consent; but it shall be conclusively presumed that any adjustment for changes in capitalization
as provided in Section 5.3 does not adversely affect any such right.


 


Upon the dissolution or liquidation of the Company,
the Plan shall terminate, and all Grants previously granted shall lapse on the date of such dissolution or liquidation.


 


Section 9.5.          Legal
Restrictions. The Company will not be obligated to issue Shares or make any payment on account of Grants underlying such Shares
if counsel to the Company determines that such issuance or payment would violate any law or regulation of any governmental authority
or any agreement between the Company and any securities exchange or quotations system upon which the Common Stock is listed. In
connection with any stock issuance or transfer, the person acquiring the Shares shall, if requested by the Company, give assurances
satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal
requirements. The Company shall in no event be obliged to take any action in order to cause the exercise of any Option or Stock
Appreciation Right or to make transfers on account of Grants.


 


The Grants will be forfeitable, at the direction
of BNCFG’s, TBF’s or BNC’s primary regulator or at the discretion of the Board, in the event BNCFG needs to raise
capital in order to be adequately capitalized under applicable regulatory requirements. In such a case, Grantee will be notified
in writing not less than 30 days prior to the date they are to be forfeited. Once forfeited, the Grants will no longer be outstanding
and the holder thereof will have no rights with respect thereto.


 


Section 9.6.          Withholding.


 


(a)          Each
Grantee exercising an Option or a Stock Appreciation Right as a condition to such exercise shall pay to the Company the amount,
if any, required to be withheld from distributions resulting from such exercise under applicable Federal and State income tax laws
and any portion of FICA that is due from Grantee ("Withholding Taxes"). Such Withholding Taxes shall be payable as of
the date the payment is required from the Company to the taxing authority. The Committee may establish such procedures as it deems
appropriate for the settling of withholding obligations with Shares, including, without limitation, the establishment of such procedures
as may be necessary to comply with Rule 16b-3.


 




    	 



    	 



    

 


(b)          The
Company shall have the right to deduct from any settlement of a Grant of Restricted Shares or Restricted Share Units, including
the delivery or vesting of Shares or dividend equivalents, an amount sufficient to cover withholding required by law for any federal,
state or local taxes or to take such other action as may be necessary to satisfy any withholding obligations. The Committee, in
its discretion and consistent with Applicable Laws, may permit Shares to be used to satisfy required tax withholding, and such
shares shall be valued at the Fair Market Value as of the settlement date of the applicable Grant.


 


Section 9.7.          Governing
Laws. This Plan and all rights thereunder shall be construed in accordance with and governed by the laws of the State of Connecticut.
Although the Company is not currently subject to the provisions of Section 16 of the Exchange Act, the intent of this Plan is to
qualify for the exemption provided by Rule 16b-3 under the Exchange Act should the Company ever become subject to those provisions.
To the extent any provision of the Plan does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to
the extent permitted by law and deemed advisable by the Committee and shall not affect the validity of the Plan. In the event Rule
16b-3 is revised or replaced, the Committee may exercise discretion to modify this Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.


 


Section 9.8.          Deferred
Compensation. No awards granted under the Plan are intended to be "deferred compensation" subject to Section 409A
of the Internal Revenue.


 


Section 9.9.          Non-exclusivity
of the Plan. Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval
shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation
arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable, including, without limitation, the awarding of
Grants other than under the Plan.


 


Section 9.10.         Clawback
of Plan Grants and Payments


Notwithstanding any provision in the Plan to the contrary, in the
event that any Grant or payment(s) is made to “senior executive officer(s)” (as that term is defined in accordance
with Section 111(b)(3) of the Emergency Economic Stabilization Act of 2008 (“EESA”)) and it is later determined that
the Grant or payment(s) was based on materially inaccurate financial statements or on any other materially inaccurate performance
metric criteria, then in such event, to the extent necessary to comply with Section 111(b)(2)(B) of EESA, shall the Grant
or the full amount of any and all payment(s) that have been made to such senior executive officer(s) become immediately due and
owing to the Company, and the senior executive officer(s) who received such Grant or payment(s) shall forfeit such Grant, to the
extent required, or repay the full amount of such payment(s) to the Company, as applicable, in accordance with and in a manner
that complies with the requirements of Section 111(b)(2)(B) of EESA.