EX-10.2



 Exhibit 10.2 

LIVE OAK BANCSHARES, INC. 

NONSTATUTORY STOCK OPTION PLAN 

Live Oak Bancshares, Inc., a North Carolina business corporation (hereinafter referred to as the “Company”), does herein set forth
the terms of the Live Oak Bancshares, Inc. Nonstatutory Stock Option Plan (hereinafter referred to as this “Plan”), which was adopted by the Board of Directors (hereinafter referred to as the “Board”) of the Company subject to
shareholder approval as provided in paragraph 21 hereof. 
 1. Purpose of this Plan. The purpose of this Plan is to provide
for the grant of Nonstatutory Stock Options (hereinafter referred to as “Options” or singularly, “Option”) to Eligible Directors (as hereinafter defined) of the Company who wish to invest in the Company’s common stock
(hereinafter referred to as “Common Stock”). The Board believes that participation in the ownership of the Company by the Eligible Directors will be to the mutual benefit of the Company and the Eligible Directors. In addition, the
existence of this Plan will make it possible for the Company to attract capable individuals to serve on the Board. As used herein, the term “Eligible Directors” or singularly, “Eligible Director,” shall mean members of the Board
of Directors of the Company serving at the time of adoption of this Plan or who may serve thereon from time to time and those individuals holding the title “Director Emeritus” as conferred at the election of the board. 

2. Administration of this Plan. 

(a) This Plan shall be administered by the Board. The Board shall have full power and authority to construe, interpret and administer this
Plan. All actions, decisions, determinations, or interpretations of the Board shall be final, conclusive, and binding upon all parties. 

(b) The Board may designate any officers or employees of the Bank or of any of its subsidiaries to assist in the administration of this Plan.
The Board may authorize such individuals to execute documents on its behalf and may delegate to them such other ministerial and limited discretionary duties as the Board may see fit. 

3. Shares of Common Stock Subject to this Plan. The maximum number of shares of Common Stock that shall be offered under this
Plan is ONE HUNDRED TWENTY-FIVE THOUSAND (125,000) shares, subject to adjustment as provided in paragraph 14. Shares subject to Options which expire or terminate prior to the issuance of the shares of Common Stock shall lapse and the shares of
Common Stock originally subject to such Options shall again be available for future grants of Options under this Plan. 
 4.
Eligibility; Grant of Options. Each Eligible Director serving on the Board shall receive an Option to purchase shares of Common Stock in the amount as shall be determined by the Board of Directors by a majority vote. Any Options not
granted hereby may be reserved for future issuance by a majority vote of the entire Board. 







 5. Vesting of Options. 

(a) Options granted under this Plan shall vest and the right of an Eligible Director to exercise an Option shall be nonforfeitable in
accordance with the following schedule: 
  

					
	 Date When Such Options Become Vested
	  	Percentage of
Such Options Vested	 
		
	 Date of grant
	  	 	0	% 
	 First Anniversary of the date of grant
	  	 	33 1/3	% 
	 Second Anniversary of the date of grant
	  	 	33 1/3	% 
	 Third Anniversary of the date of grant
	  	 	33 1/3	% 

 (b) In determining the number of shares of Common Stock under each Option vested under the above vesting
schedule, an Eligible Director shall not be entitled to exercise an Option to purchase a fractional number of shares of the Common Stock. If the product resulting from multiplying the vested percentage times the Option results in a fractional number
of shares of Common Stock, then an Eligible Director’s vested right shall be to the whole number of shares of Common Stock disregarding any fractional shares of Common Stock. 

(c) In the event that the directorship of an Eligible Director is terminated for “cause,” such Eligible Director’s Options
under this Plan shall be forfeited and shall be available again for grant to Eligible Directors as may be determined by the Committee. Such forfeiture shall apply whether or not any such Options have been vested. 

(d) In the event that the directorship of an Eligible Director should terminate for any reason other than for “cause,” retirement
(including retirement and designation as “director emeritus”), disability, death or following a “change in control” of the Company prior to the date when all Options allocated to the Eligible Director would be 100% vested in
accordance with the applicable schedule in Paragraph 3(a) hereof, the Eligible Director may exercise any vested Options and all Options not already vested shall be forfeited and shall be available again for grant to Eligible Directors as may be
determined by the Board. 
 (e) In the event that the directorship of an Eligible Director with the Company should terminate because of such
Eligible Director’s disability, death, or retirement, or following a “change in control” of the Company, as such terms are defined in paragraph 12 hereof, prior to the date when all Options allocated to the Eligible Director would be
100% vested in accordance with the applicable schedule in paragraph 5(a) above, then, notwithstanding the foregoing schedule in paragraph 5(a) above, all Options allocated to such Eligible Director shall immediately become fully vested and
nonforfeitable. 
 6. Option Price. 

(a) The price per share of each Option granted under this Plan (hereinafter called the “Option Price”) shall be determined by the
Board as of the effective date of grant of such Option, but in no event shall such Option Price be less than 100% of the fair market value 

  
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of Common Stock on the date of grant. An Option shall be considered as granted on the later of (i) the date that the Board acts to grant such Option, or (ii) such later date as the
Board shall specify in an Option Agreement (as hereinafter defined). 
 (b) The fair market value of a share of Common Stock shall be
determined as follows: (i) if on the date as of which such determination is being made, Common Stock being valued is admitted to trading on a securities exchange or exchanges for which actual sale prices are regularly reported, or actual sale
prices are otherwise regularly published, the fair market value of a share of Common Stock shall be deemed to be equal to the closing sale price as reported on the date as of which such determination is made; provided, however, that,
if a closing sale price is not reported for such date, then the fair market value shall be equal to the closing sale price on the most recent trading day for which a closing sale price is available, or (ii) if on the date as of which such
determination is made, no such closing sale prices are reported, but quotations for Common Stock are regularly listed on the National Association of Securities Dealers Automated Quotation System or another comparable system, the fair market value of
a share of Common Stock shall be deemed to be equal to the arithmetic mean of the bid and asked prices for such Common Stock quoted on such system as reported for the date as of which such determination is made, but if bid and asked prices are not
available for such date, then the fair market value shall be equal to the arithmetic mean of the bid and asked prices on the most recent trading day for which such prices are available, or (iii) if no such quotations are available, the fair
market value of a share of Common Stock shall be deemed to be the average of the bid and asked prices furnished by a professional securities dealer making a market in such shares, as selected by the Board, for the most recent trading date
practicable. In the event that none of the foregoing methods can be applied to establish the fair market value of the Common Stock, the Board shall adopt a reasonable valuation method, which valuation method shall be documented in writing and shall
take into consideration all available information material to the valuation of the Common Stock, and shall apply such valuation method in a reasonable manner to fix the fair market value of the Common Stock for the purposes of this Plan. 

7. Payment of Option Price. Payment for shares subject to an Option may only be made in cash or in issued and outstanding shares
of Common Stock. 
 8. Terms and Conditions of Grant of Options. Each Option granted pursuant to this Plan shall be evidenced
by a written Nonstatutory Stock Option Agreement (hereinafter referred to as “Option Agreement”) with each Eligible Director (hereinafter referred to as “Eligible Director”) to whom an Option is granted; such agreement shall be
substantially in the form attached hereto as “Exhibit A,” unless the Board shall adopt a different form and, in each case, may contain such other, different, or additional terms and conditions as the Board may determine. The Option shall
terminate as provided in paragraph 12 hereof. 
 9. Option Period. Each Option Agreement shall set forth a period during which
such Option may be exercised (hereinafter referred to as the “Option Period”); provided, however, that the Option Period shall not exceed ten (10) years after the date of grant of such Option as specified in an Option
Agreement. 

  
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 10. Limitation on Grant of Stock Options. 

 

	 	(a)	No one individual shall be granted Options under this Plan in excess of 40% of the shares reserved for issuance pursuant to Paragraph 3 hereof. 


 

	 	(b)	No one individual shall be granted Options under this Plan in excess of the number of shares subscribed by such Eligible Director during the organization of the Company. 


11. Exercise of Options. An Option shall be exercised by written notice to the Board signed by an Eligible Director or by such
other person as may be entitled to exercise such Option. In the case of the exercise of an Option, the aggregate Option Price for the shares being purchased may be paid in cash or in issued and outstanding shares of Common Stock and must be
accompanied by a notice of exercise. The written notice shall state the number of shares with respect to which an Option is being exercised and shall either be accompanied by the payment of the aggregate Option Price for such shares or shall fix a
date (not more than ten (10) business days after the date of such notice) by which the payment of the aggregate Option Price will be made. An Eligible Director shall not exercise an Option to purchase less than 100 shares, unless the Board
otherwise approves or unless the partial exercise is for the remaining shares available under such Option. A certificate or certificates for the shares of Common Stock purchased by the exercise of an Option shall be issued in the regular course of
business subsequent to the exercise of such Option and the payment therefor. During the Option Period, no person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a shareholder with respect to any
shares of Common Stock issuable upon exercise of such Option, until certificates representing such shares shall have been issued and delivered and the individual’s name entered as a shareholder of record on the books of the Company for such
shares. 
 12. Effect of Leaving the Board. 

(a) In the event that an Eligible Director is removed from the Board for “cause” (as defined in the Company’s Articles of
Incorporation) any Option granted to the Eligible Director under this Plan, to the extent not previously exercised by the Eligible Director or expired, and regardless of any vesting pursuant to Paragraph 5 hereof, shall immediately terminate and
shall be available again for the granting of additional options to Eligible Directors during the remaining term of this Plan upon such terms and conditions as may be determined by the Board. 

(b) In the event that an Eligible Director should leave the Board for any reason other than for “cause,” retirement, disability,
death or following a “change in control” of the Company (as defined in Paragraph 12(f) hereof), such Eligible Director shall have the right to exercise any vested Option granted to the Eligible Director under this Plan, to the extent such
Options have not been previously exercised by the Eligible Director or expired, for a period of not more than ninety (90) days following the effective date that the Eligible Director leaves the Board but in no event may any option be exercised
later than the end of the Option Period provided in the Option Agreement in accordance with Paragraph 9 hereof. 

  
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 (c) In the event that an Eligible Director should leave the Board as a result of such Eligible
Director’s retirement, such Eligible Director shall have the right to exercise all Options granted to the Eligible Director under this Plan, to the extent such Options have not been previously exercised by the Eligible Director or expired, for
a period of not more than ninety (90) days following the effective date that the Eligible Director leaves the Board but in no event may any option be exercised later than the end of the Option Period provided in the Option Agreement in
accordance with Paragraph 9 hereof. For purposes of this Plan, the term “retirement” shall mean termination of an Eligible Director’s membership on the Board (i) at any time after attaining age 65 with the approval of the Board;
or (ii) at the election of the Eligible Director, at any time after not less than three (3) years service as a member of the Board, such service shall be computed cumulatively for purposes of this clause (ii). 

(d) In the event that an Eligible Director should leave the Board as a result of such Eligible Director’s retirement and designation by
the Board as a “director emeritus,” all Options granted such Eligible Director shall vest and such Eligible Director shall have the right to exercise any Option granted under this Plan, to the extent that it has not previously been
exercised by the Eligible Director or expired, at any time after such Eligible Director’s retirement but in no event may any option be exercised later than the end of the Option Period provided in the Option Agreement in accordance with
Paragraph 9 hereof. For purposes of this Plan, an Eligible Director shall be designated a “director emeritus” without further action from the Board if such Eligible Director retires and has both (i) attained the age of 65 and
(ii) served as a member of the Board for not less than three (3) years, such service being computed cumulatively for purposes of this clause (ii). 

(e) In the event that an Eligible Director should leave the Board by reason of such Eligible Director’s disability, such Eligible
Director shall have the right to exercise an Option granted under this Plan, to the extent that it has not previously been exercised or expired, for such period of time as may be determined by the Board and specified in an Option Agreement, but in
no event may any Option be exercised later than the end of the Option Period provided in the Option Agreement in accordance with Paragraph 9 hereof. For purposes of this Plan, the term “disability” shall be defined as may be
determined by the Board, from time to time, or as determined at any time with respect to any individual Eligible Director. 
 (f) In the
event that an Eligible Director should die while serving on the Board or after leaving by reason of disability or retirement or following a “change in control” during the Option Period provided in an Option Agreement in accordance with
Paragraph 9 hereof, an Option granted under this Plan, to the extent that it has not previously been exercised or expired, shall be exercisable, in accordance with its terms, by the personal representative of such Eligible Director, the
executor or administrator of such Eligible Director’s estate, or by any person or persons who acquired such Option by bequest or inheritance from such Eligible Director, notwithstanding any limitations placed on the exercise of such Option by
this Plan or an Option Agreement, at any time within twelve (12) months after the date of death of such Eligible Director, but in no event may an Option be exercised later than the end of the Option Period provided in an Option Agreement in
accordance with Paragraph 9 hereof. Any references herein to an Eligible Director shall be deemed to include any person entitled to exercise an Option after the death of such Eligible Director under the terms of this Plan. 

  
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 (g) In the event an Eligible Director shall leave the Board as a result of a “change in
control” of the Company, such Eligible Director shall have the right to exercise the Option granted under this Plan, to the extent that it has not previously been exercised by the Eligible Director or expired, for such period of time as may be
determined by the Board as specified in an Option Agreement, but in no event may any Option be exercised later than the end of the Option Period provided in the Option Agreement in accordance with Paragraph 9 hereof. For purposes of this Plan, the
phrase “change in control” refers to (i) the acquisition by any person, group of persons or entity of the beneficial ownership or power to vote more than twenty-five percent (25%) of the Company’s outstanding stock,
(ii) during any period of two (2) consecutive years, a change in the majority of the Board unless the election of each new Director was approved by at least two-thirds of the Directors then still in office who were Directors at the
beginning of such two (2) year period, or (iii) a reorganization, merger, or consolidation of the Company with one or more other entities in which the Company is not the surviving entity, or the transfer of all or substantially all of the
assets or shares of the Company to another person or entity. 
 Notwithstanding anything else herein, for purposes of this Plan the term
“change in control” shall not include a transaction approved by the Board which results in the Company merging with, transferring its assets to or becoming the subsidiary of a corporation newly formed at the direction of the Board for the
purpose of such transaction or serving as a bank holding company for the Company, and in connection with which transaction the Company’s shareholders (other than those who exercise statutory rights of dissent and appraisal) become the holders
of substantially all of the voting stock of such corporation. Further, notwithstanding anything else herein, a transaction or event shall not be considered a change in control if, prior to the consummation or occurrence of such transaction or event,
the Eligible Director and the Company agree in writing that the same shall not be treated as a change in control for purposes of this Plan. 

13. Effect of Plan on Status as Member of a Board. The fact that an Eligible Director has been granted an Option under this Plan
shall not confer on such Eligible Director any right to continued service on the Board, nor shall it limit the right of the Company to remove such Eligible Director from the Board at any time in accordance with applicable federal and/or state law.

 14. Adjustment Upon Changes in Capitalization; Dissolution or Liquidation. 

(a) In the event of a change in the number of shares of Common Stock outstanding by reason of a stock dividend, stock split, recapitalization,
reorganization, merger, exchange of shares, or other similar capital adjustment prior to the termination of an Eligible Director’s rights under this Plan, equitable proportionate adjustments shall be made by the Board in (i) the number and
kind of shares which remain available under this Plan, and (ii) the number, kind, and the Option Price of shares subject to the unexercised portion of an Option under this Plan. The adjustments to be made shall be determined by the Board and
shall be consistent with 

  
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such change or changes in the Company’s total number of outstanding shares; provided, however, that no adjustment shall change the aggregate Option Price for the exercise of
Options granted under this Plan. 
 (b) The grant of Options under this Plan shall not affect in any way the right or power of the Company
or its shareholders to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures,
preferred or other preference stock ahead of or affecting Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business. 

(c) Except upon a “change in control”, upon the effective date of the dissolution or liquidation of the Company, this Plan and any
Options granted hereunder, shall terminate. 
 15. Non-Transferability. An Option granted under this Plan shall not be
assignable or transferable except, in the event of the death of an Eligible Director, by will or by the laws of descent and distribution. In the event of the death of an Eligible Director, his personal representative, the executor or the
administrator of such Eligible Director’s estate, or the person or persons who acquired by bequest or inheritance the rights to exercise such Options, may exercise any Option or portion thereof to the extent not previously exercisable or
surrendered by an Eligible Director or expired, in accordance with its terms, prior to the expiration of the exercise period as specified in subparagraph 12(e) hereof. 

16. Tax Withholding. The Company or any of its subsidiaries shall have the right to deduct or otherwise effect a withholding of
any amount required by federal or state laws to be withheld with respect to the grant, exercise or the sale of stock acquired upon the exercise of an Option in order for the Company or any of its subsidiaries to obtain a tax deduction otherwise
available as a consequence of such grant, exercise or sale, as the case may be. 
 17. Listing and Registration of Option
Shares. Any Option granted under this Plan shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such Option or the issuance or purchase of
shares thereunder, such Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board. 

18. Exculpation and Indemnification. In connection with this Plan, no member of the Board shall be personally liable for any act
or omission to act in such person’s capacity as a member of the Board, nor for any mistake in judgment made in good faith, unless arising out of, or resulting from, such person’s own bad faith, gross negligence, willful misconduct, or
criminal acts. To the extent permitted by applicable law and regulation, the Company shall indemnify and hold harmless the members of the Board, and each other officer or employee of the 

  
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Company or of any of its subsidiaries to whom any duty or power relating to the administration or interpretation of this Plan may be assigned or delegated, from and against any and all
liabilities (including any amount paid in settlement of a claim with the approval of the Board) and any costs or expenses (including counsel fees) incurred by such persons arising out of or as a result of, any act or omission to act in connection
with the performance of such person’s duties, responsibilities, and obligations under this Plan, other than such liabilities, costs, and expenses as may arise out of, or result from, the bad faith, gross negligence, willful misconduct, or
criminal acts of such persons. 
 19. Amendment and Modification of this Plan. The Board may at any time, and from time to
time, amend or modify this Plan (including the form of Option Agreement) in any respect consistent with applicable regulations; provided, however, that no amendment or modification shall be made that increases the total number of
shares covered by this Plan or effects any change in the category of persons who may receive Options under this Plan or materially increases the benefits accruing to Eligible Directors under this Plan unless such change is approved by the requisite
number of shareholders and otherwise in accordance with law. Any amendment or modification of this Plan shall not materially reduce the benefits under any Option theretofore granted to an Eligible Director under this Plan without the consent of such
Eligible Director or the transferee in the event of the death of such Eligible Director. 
 20. Termination and Expiration of this
Plan. This Plan may be abandoned, suspended, or terminated at any time by the Board; provided, however, that abandonment, suspension, or termination of this Plan shall not affect any Options then outstanding under this Plan. No
Option shall be granted pursuant to this Plan after ten (10) years from the effective date of this Plan as provided in paragraph 21 hereof. 

21. Effective Date; Shareholder Approval; Regulatory Approval. This Plan shall not be effective until approved by the requisite
number of shareholders at an annual or special shareholders’ meeting (the “Effective Date”) and otherwise in accordance with law. 

22. Captions and Headings; Gender and Number. Captions and paragraph headings used herein are for convenience only, do not
modify or affect the meaning of any provision herein, are not a part hereof, and shall not serve as a basis for interpretation or in construction of this Plan. As used herein, the masculine gender shall include the feminine and neuter, the singular
number, the plural, and vice versa, whenever such meanings are appropriate. 
 23. Expenses of Administration of Plan. All
costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company or by one of its subsidiaries. 

24. Governing Law. Without regard to the principles of conflicts of laws, the laws of the State of North Carolina shall govern
and control the validity, interpretation, performance, and enforcement of this Plan. 

  
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 25. Inspection of Plan. A copy of this Plan, and any amendments thereto or
modifications thereof, shall be maintained by the Secretary of the Company and shall be shown to any proper person making inquiry about it. 

  
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	STATE OF NORTH CAROLINA	  	EXHIBIT A

 COUNTY OF NEW HANOVER 

NONSTATUTORY STOCK OPTION AGREEMENT 

THIS NONSTATUTORY STOCK OPTION AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of this
     day of             ,         , between LIVE OAK BANCSHARES, INC., a North Carolina business corporation (hereinafter
referred to as the “Company”), and                     , a resident of
             County, North Carolina (hereinafter referred to as the “Eligible Director”). 

WHEREAS, the Board of Directors of the Company (hereinafter referred to as the “Board”) has adopted the Live Oak Bancshares, Inc.
Nonstatutory Stock Option Plan (hereinafter referred to as the “Plan”) subject to approval by the Company’s shareholders as provided in the Plan; and 

WHEREAS, the shareholders of the Company at an annual meeting duly called and held on
            , 2009, approved the Plan (the “Effective Date”); and 

WHEREAS, the Plan provides that the Compensation Committee (hereinafter referred to as the “Committee”) will make available to the
Eligible Directors (as defined in the Plan) of the Company, the right to purchase shares of the Company’s common stock (hereinafter referred to as “Common Stock”); and 

WHEREAS, the Board has determined that the Eligible Director is entitled to purchase shares of Common Stock under the Plan; 

NOW, THEREFORE, the Company and the Eligible Director agree as follows: 

1. Date of Grant of Option. The date of grant of the option granted under this Agreement is the      day of
            ,         . 
 2.
Grant of Option. Pursuant to the Plan, the Company grants to the Eligible Director the right (hereinafter referred to as the “Option”) to purchase from the Company all or a portion of an aggregate number of
                     (                ) shares of Common Stock
(hereinafter referred to as the “Option Shares”) which shall be authorized but unissued shares. 
 3. Vesting of
Options. 
 (a) Options granted under this Plan shall vest and the right of an Eligible Director to exercise an Option shall be
nonforfeitable, except as otherwise provided in this Agreement or the Plan, in accordance with the following schedule: 
  

					
	 Date When Such Options Become Vested
	  	Percentage of
Such Options Vested	 
		
	 Date of grant
	  	 	0	% 
	 First Anniversary of the date of grant
	  	 	33 1/3	% 
	 Second Anniversary of the date of grant
	  	 	33 1/3	% 
	 Third Anniversary of the date of grant
	  	 	33 1/3	% 








 (b) In determining the number of shares of Common Stock under each Option vested under the above
vesting schedule, an Eligible Director shall not be entitled to exercise an Option to purchase a fractional number of shares of the Common Stock. If the product resulting from multiplying the vested percentage times the Option results in a
fractional number of shares of Common Stock, then an Eligible Director’s vested right shall be to the whole number of shares of Common Stock disregarding any fractional shares of Common Stock. 

(c) In the event that the directorship of an Eligible Director is terminated for “cause,” such Eligible Director’s Options
under this Plan shall be forfeited and shall be available again for grant to Eligible Employees as may be determined by the Committee. Such forfeiture shall apply whether or not any such Options have been vested. 

(d) In the event that the directorship of an Eligible Director with the Company should terminate for any reason other than for
“cause,” retirement (including retirement and designation as “director emeritus”), disability, death or following a “change in control” of the Company prior to the date when all Options allocated to the Eligible
Director would be 100% vested in accordance with the applicable schedule in Paragraph 3(a) hereof, the Eligible Director may exercise any vested Options and all Options not already vested shall be forfeited and shall be available again for grant to
Eligible Directors as may be determined by the Board. 
 (e) In the event that the directorship of an Eligible Director with the Company
should terminate because of such Eligible Director’s disability, death, or retirement, or following a “change in control” of the Company prior to the date when all Options allocated to the Eligible Director would be 100% vested in
accordance with the applicable schedule in Paragraph 3(a) above, then, notwithstanding the foregoing schedule in Paragraph 3(a) above, all Options allocated to such Eligible Director shall immediately become fully vested and
nonforfeitable. For purposes of this Agreement, the terms “disability,” “retirement,” “director emeritus” and “change in control” have the same meanings as they have in the Plan. Notwithstanding anything else
contained in this Agreement and in the Plan, a transaction or event shall not be considered a “change in control” if, prior to the consummation or occurrence of such transaction or event, the Eligible Director and the Company agree in
writing that the same shall not be treated as a change in control for purposes of this Agreement and the Plan. 
 4. Option
Price. The price to be paid for the Option Shares shall be              Dollars ($        ) per share (hereinafter referred to as the
“Option Price”) which is the fair market value of the Option Shares as determined by the Board as of the date of grant of this Option. 

  
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 5. When and Extent to Which Options may be Exercised. At such time as the Option
shall become exercisable in accordance with this Agreement, the Eligible Director, in his discretion, may exercise all or any portion of the Option, subject to paragraph 6 hereof. The Option shall terminate as provided in paragraph 7 hereof.
Furthermore, Options granted pursuant to this Plan shall be subject to the right of the North Carolina Commissioner of Banks (the “Commissioner”) and the Federal Deposit Insurance Corporation (the “FDIC”) to direct the Company to
require an Eligible Director to exercise or forfeit his or her stock rights if the Company’s capital falls below the minimum requirements, as determined by the Commissioner or the FDIC. 

6. Method of Exercise. The Option shall be exercised by written notice to the Board signed by the Eligible Director or by such
other person as may be entitled to exercise the Option. In the exercise of the Option, the aggregate Option Price for the shares being purchased may only be paid in cash and must be accompanied by a notice of exercise. The written notice shall state
the number of shares with respect to which the Option is being exercised and, shall either be accompanied by the payment of the aggregate Option Price for such shares or shall fix a date (not more than ten (10) business days after the date of
such notice) by which the payment of the aggregate Option Price will be made. The Eligible Director shall not exercise the Option to purchase less than 100 shares, unless the Board otherwise approves or unless the partial exercise is for the
remaining shares available under the Option. A certificate or certificates for the shares of Common Stock purchased by the exercise of the Option shall be issued in the regular course of business subsequent to the exercise of the Option and the
payment therefor. Neither the Eligible Director, nor any other person who may be entitled to exercise the Option, shall have any of the rights or privileges of a shareholder with respect to any shares of Common Stock issuable upon exercise of the
Option, until certificates representing such shares shall have been issued and delivered and the individual’s name entered as a shareholder of record on the books of the Company for such shares. 

7. Termination of Option. The Option shall terminate, and shall thereupon be available again for grant to Eligible Directors as
may be determined by the Board, as follows: 
 (a) Except as provided in subparagraphs (b), (c), (d), (e) and (f) below, the
Option, to the extent that it has not been exercised or expired, shall terminate on the earlier of (i) the date the Eligible Director is removed from the Board for “cause” or (ii) the date which is ten (10) years after the
date of grant of the Option as set forth in paragraph 1 hereof. 
 (b) In the event that an Eligible Director should leave the Board
for any reason other than for “cause,” retirement, disability, death or following a “change in control” of the Company, such Eligible Director shall have the right to exercise any vested Option granted to the Eligible Director
under this Plan, to the extent such Options have not been previously exercised by the Eligible Director or expired, for a period of not more than ninety (90) days following the effective date that the Eligible Director leaves the Board but in
no event may any option be exercised later than the date which is ten (10) years after the date of grant of the Option as set forth in paragraph 1 hereof. 

  
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 (c) In the event the Eligible Director retires prior to the date which is ten (10) years
after the date of grant of the Option as set forth in paragraph 1 hereof, the Eligible Director shall have the right to exercise all Options, to the extent not exercised or expired, for a period of ninety (90) days from the effective date
of retirement. 
 (d) In the event the Eligible Director retires and is designated a “director emeritus” prior to the date which
is ten (10) years after the date of grant of the option as set forth in paragraph 1 hereof, the Eligible Director shall have the right to exercise all Options, to the extent not exercised or expired, for the remainder of such ten (10) year
period. 
 (e) In the event the Eligible Director leaves the Board by reason of such Eligible Director’s disability prior to the date
which is ten (10) years after the date of grant of the Option as set forth in paragraph 1 hereof, the Eligible Director shall have the right to exercise all Options, to the extent not exercised by him or expired, for the remainder of such
ten (10) year period. 
 (f) In the event the Eligible Director dies while serving on the Board or after his or her retirement or
after his or her leaving by reason of disability or following a change in control and prior to the date which is ten (10) years after the date of grant of the Option as set forth in paragraph 1 hereof, all Options, to the extent not
exercised by the Eligible Director or expired, shall be exercisable, according to its terms, by the personal representative, the executor or the administrator of the Eligible Director’s estate, or the person or persons who acquired the Option
by bequest or inheritance from the Eligible Director, at any time within twelve (12) months after the date of death of the Eligible Director, but in no event may the Option be exercised later than ten (10) years after the date of grant of
the Option as set forth in paragraph 1 hereof. 
 (g) In the event the Eligible Director leaves the Board following a change in
control of the Company, prior to the date which is ten (10) years after the date of grant of Options as set forth in paragraph 1 hereof, the Eligible Director shall have the right to exercise the Option, to the extent that it has not been
exercised by him or her or expired, for the remainder of such ten (10) year period. 
 8. Effect of Agreement on Status of
Eligible Director. The fact that the Eligible Director has been granted the Option under the Plan shall not confer on the Eligible Director any right to continued service on the Board, nor shall it limit the right of the Company to remove
the Eligible Director from the Board at any time. 
 9. Listing and Registration of Option Shares. The Company’s
obligation to issue shares of Common Stock upon exercise of the Option is expressly conditioned upon the completion by the Company of any registration or other qualification of such shares under any state or federal law or regulations or rulings of
any governmental regulatory body or the making of such investment representations or other representations and agreements by the Eligible Director or any person entitled to exercise the Option in order to comply with the requirements


  
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of any exemption from any such registration or other qualification of the Option Shares which the Board shall, in its discretion, deem necessary or advisable. Notwithstanding the foregoing, the
Company shall be under no obligation to register or qualify the Option Shares under any state or federal law. The required representations and agreements referenced above may include representations and agreements that the Eligible Director, or any
other person entitled to exercise the Option, (i) is purchasing such shares on his or her own behalf as an investment and not with a present intention of distribution or re-sale and (ii) agrees to have placed upon any certificates
representing the Option Shares a legend setting forth any representations and agreements which have been given to the Board or a reference thereto and stating that such shares may not be transferred except in accordance with all applicable state and
federal securities laws and regulations, and further representing that, prior to making any sale or other disposition of the Option Shares, the Eligible Director, or any other person entitled to exercise the Option, will give the Company notice of
the intention to sell or dispose of such shares not less than five (5) days prior to such sale or disposition. 
 10. Adjustment
Upon Changes in Capitalization; Dissolution or Liquidation. 
 (a) In the event of a change in the number of shares of Common Stock
outstanding by reason of a stock dividend, stock split, recapitalization, reorganization, merger, exchange of shares, or other similar capital adjustment, prior to the termination of the Eligible Director’s rights under this Agreement,
equitable proportionate adjustments shall be made by the Board in the number, kind, and the Option Price of shares subject to the unexercised portion of the Option. The adjustments to be made shall be determined by the Board and shall be consistent
with such changes or changes in the Company’s total number of outstanding shares; provided, however, that no adjustment shall change the aggregate Option Price for the exercise of the Option granted. 

(b) The grant of the Option under this Agreement shall not affect in any way the right or power of the Company or its shareholders to make or
authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, or any merger or consolidation of the Company, or to issue bonds, debentures, preferred or other preference stock
ahead of or affecting Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business. 

(c) Except upon a change in control as set forth in paragraph 6 hereof, upon the effective date of the dissolution or liquidation of the
Company, the Option granted under this Agreement shall terminate. 
 11. Non-Transferability. The Option granted under this
Agreement shall not be assignable or transferable except, in the event of the death of the Eligible Director, by will or by the laws of descent and distribution. In the event of the death of the Eligible Director, the personal representative, the
executor or the administrator of the Eligible Director’s estate, or the person or persons who acquired by bequest or inheritance the right to exercise the Option may exercise the unexercised Option or portion thereof, in accordance with its
terms and paragraph 7(e) hereof, prior to the date which is ten (10) years after the date of grant of the Option as set forth in paragraph 1 hereof. 

  
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 12. Tax Withholding. The grant of the Option and Option Shares delivered pursuant
to this Agreement, and any amounts distributed with respect thereto, may be subject to applicable federal, state and local withholding for taxes. The Eligible Director expressly acknowledges and agrees to such withholding, where applicable, without
regard to whether the Option Shares may then be sold or otherwise transferred by the Eligible Director. 
 13. Notices. Any
notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered personally or when deposited in the United States mail as Certified Mail,
return receipt requested, properly addressed and postage prepaid, if to the Company, at its principal office at 2605 Iron Gate Drive, Suite 104, Wilmington, North Carolina 28412; and, if to the Eligible Director, at his or her last address appearing
on the books of the Company. The Company and the Eligible Director may change their address or addresses by giving written notice of such change as provided herein. Any notice or other communication hereunder shall be deemed to have been given on
the date actually delivered or as of the third (3rd) business day following the date mailed, as the case may be. 
 14.
Construction Controlled by Plan. This Agreement shall be construed so as to be consistent with the Plan; and the provisions of the Plan shall be deemed to be controlling in the event that any provision hereof should appear to be
inconsistent therewith. The Eligible Director hereby acknowledges receipt of a copy of the Plan from the Company. 
 15.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and enforceable under applicable law, but if any provision of this Agreement is determined to be unenforceable, invalid
or illegal, the validity of any other provision or part thereof, shall not be affected thereby and this Agreement shall continue to be binding on the parties hereto as if such unenforceable, invalid or illegal provision or part thereof had not been
included herein. 
 16. Modification of Agreement; Waiver. This Agreement may be modified, amended, suspended or terminated,
and any terms, representations or conditions may be waived, but only by a written instrument signed by each of the parties hereto. No waiver hereunder shall constitute a waiver with respect to any subsequent occurrence or other transaction hereunder
or of any other provision hereof. 
 17. Captions and Hearings; Gender and Number. Captions and paragraph headings used herein
are for convenience only, do not modify or affect the meaning of any provision herein, are not a part hereof, and shall not serve as a basis for interpretation or in construction of this Agreement. As used herein, the masculine gender shall include
the feminine and neuter, the singular number, the plural, and vice versa, whenever such meanings are appropriate. 

  
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 18. Governing Law; Venue and Jurisdiction. Without regard to the principles of
conflicts of laws, the laws of the State of North Carolina shall govern and control the validity, interpretation, performance, and enforcement of this Agreement. The parties hereto agree that any suit or action relating to this Agreement shall be
instituted and prosecuted in the courts of the County of New Hanover, State of North Carolina, and each party hereby does waive any right or defense relating to such jurisdiction and venue. 

19. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and
assigns, and shall be binding upon and inure to the benefit of the Eligible Director, his heirs, legatees, personal representatives, executors, and administrators. 

20. Entire Agreement. This Agreement constitutes and embodies the entire understanding and agreement of the parties hereto and,
except as otherwise provided hereunder, there are no other agreements or understandings, written or oral, in effect between the parties hereto relating to the matters addressed herein. 

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall
be deemed an original, but all of which taken together shall constitute but one and the same instrument. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its corporate
name by its President, or one of its Vice Presidents, and attested by its Secretary or one of its Assistant Secretaries, and its corporate seal to be hereto affixed, all by authority of its Board of Directors first duly given, and the Eligible
Director has hereunto set his or her hand and adopted as his or her seal the typewritten word “SEAL” appearing beside his or her name, all done this the day and year first above written. 

 

			
	LIVE OAK BANCSHARES, INC.
		
	By:	 	  



  

			
	ATTEST:
	
	  

	
                         
                           , Corporate Secretary

	
	 [CORPORATE SEAL]


  

					
	  
	 	(SEAL)
	  
	 	,	 	Eligible Director


 EXHIBIT A 

NOTICE OF EXERCISE OF 
 NONSTATUTORY STOCK OPTION

  

	To:	The Board of Directors of Live Oak Bancshares, Inc. 

 The undersigned hereby elects to purchase
             whole shares of Common Stock of Live Oak Bancshares, Inc. (the “Company”) pursuant to the Nonstatutory Stock Option granted to the undersigned in that certain
Nonstatutory Stock Option Agreement between the Company and the undersigned dated the      day of             ,         . The
aggregate purchase price for such shares is $        , which amount is (i) being tendered herewith, (ii) will be tendered on or before
                ,         , (cross out provision which does not apply) in cash. The effective date of this election shall be
                ,         , or the date of receipt of this Notice by the Company if later. 

Executed this      day of             ,
        , at             . 

  
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	(Social Security Number)



  
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