Exhibit 10.10


 


AMENDMENT
TO 2012 BNC FINANCIAL GROUP, INC. STOCK PLAN


 


All capitalized terms used in this Amendment
shall have the meanings ascribed to them in the 2012 BNC Financial Group, Inc. Stock Plan (the “2012 Plan”).


 


This Amendment shall become effective on the
date of approval by the shareholders of the Company, currently anticipated on June 26, 2013 (the “Effective Date”).


 


Unless provided for in this Amendment, all
provisions of the 2012 Plan shall remain in effect, unchanged by this Amendment.


 


Section 5.2 is hereby amended by deleting current
Section 5.2 and restating and replacing it with the following (new language underlined):


 


Section 5.2.          Shares Subject to the Plan. 
Subject to adjustment in accordance with Section 5.3, the aggregate number of Shares of Common Stock reserved and available for
issuance in connection with Grants under this Plan shall be equal to:


 


		(a)	65,000 Shares; plus



(b)          On the day following the Closing Date,
the number of Shares reserved and available for issuance under this Plan shall be automatically increased to that number equal
to 10% of the number of Shares issued on the Closing Date, or such lesser number of Shares as determined by the Committee. Notwithstanding
the foregoing, the increase will be capped so that following such increase the overall Overhang (as defined below) is not
greater than 12%.


(c)          The number of Shares reserved
and available for issuance shall automatically increase on January 1st of each year commencing on January 1, 2014 by
an amount equal to up to 12% of the Company’s Overhang on December 31st of the preceding calendar year, UNLESS
a lesser amount is designated by the Board of Directors. 


(d)          “Overhang” is
defined as the aggregate number of Shares subject to Grants outstanding but unexercised (in the case of Options or Stock
Appreciation Rights) or unvested (in the case of other Awards) under this Plan and the Other Plans, plus the number of Shares available
to be granted under this Plan, divided by the total Shares outstanding on December 31st of the preceding calendar
year.


(e)          Accordingly, the number
of Shares reserved and available for issuance may increase from year to year based on exercises of Options and Stock Appreciation
Rights, vesting of other Awards, and increases in the total Shares outstanding as of December 31 of the prior year.


 


Shares covered by a Grant
shall be counted as used as of the effective date of the award.  Any Shares that are subject to Grants shall be counted against
the limit set forth in Section 5.2 as one (1) share for every one (1) share subject to a Grant.


 


If any Shares covered by
a Grant awarded under this Plan are not earned or purchased or are forfeited or expire, or if a Grant otherwise terminates without
delivery of any Common Stock subject thereto or is settled in cash in lieu of shares, then the number of Shares counted against
the aggregate number of Shares available under this Plan with respect to such


 




    	 



    	 



    

 


 


Grant shall, to the extent of any such forfeiture,
termination or expiration, again be available for purposes of this Plan in addition to the number of Shares made the subject of
awards that are otherwise available for Grants.


 


The number of Shares available
for issuance under this Plan shall not be increased by (a) any Shares tendered or withheld or Grant surrendered in connection with
the purchase of Shares upon exercise of an Option or (b) any Shares deducted or delivered from a Grant payment in connection with
the Company’s tax withholding obligations as described in Section 12.6 hereof. Shares issued hereunder may consist, in whole
or in part, of authorized and unissued shares or treasury shares. 


 


End of Amendment