EXHIBIT 10.26


 


RESTRICTED STOCK GRANT AGREEMENT


 


THIS RESTRICTED STOCK GRANT AGREEMENT
(the “Agreement”) is made and entered into as of the 2nd day of October, 2012 (the “Effective Date”), by
and between BNC Bancorp, a North Carolina corporation (the “Corporation”), Bank of North Carolina (the “Bank”),
a state chartered commercial bank, and Richard D. Callicutt II (the “Participant”).


 


WHEREAS, the Corporation is the holding
company of the Bank, and the BNC Bancorp Omnibus Stock Ownership and Long Term Incentive Plan was approved by the Corporation’s
Board of Directors and by its shareholders on May 18, 2004, as it may be amended from time to time (the “Plan”).


 


WHEREAS, Participant is an employee of the
Bank, and the Boards of Directors of the Corporation and the Bank have determined that it is desirable and in the best interest
of the Bank to make an award (the “Award”) of certain shares of the common stock of the Corporation, under the Plan,
to the Participant, subject to certain restrictions as specified below; and


 


WHEREAS, capitalized terms not otherwise
defined herein shall have the same meaning given to such terms in the Plan.


 


NOW, THEREFORE, the Parties agree as follows:


 


1.           Date
of Award. The date of making the Award under this Agreement is October 2, 2012. The Bank has made this Award in consideration
of the continued employment of the Participant. The Participant is an executive officer of the Bank and the Corporation.


 


2.           Award
of Plan Shares. The Participant is awarded, no purchase price per share, in the aggregate, the right to receive 18,750 shares
of common stock (the “Plan Shares”), which shares become vested and nonforfeitable pursuant to paragraph 5 of this
Agreement.


 


3.           Representations,
Warranties and Transfer Restrictions.


 


(a)          Representations
and Warranties. Participant makes and agrees to the representations and warranties, if any, attached hereto as Annex A. The
Committee may cause a legend to be placed on any certificate representing any of the Plan Shares to make appropriate reference
to restrictions on transfer, as necessary.


 


(b)          Securities
Law and Regulations. The Participant agrees that the Plan Shares shall be subject to such stop-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange or interdealer quotation system upon which the common stock is then listed and any other applicable federal
or state securities laws, rules or regulations, and the Committee may cause a legend or legends to be placed on any certificate
representing any of the Plan Shares to make appropriate reference to such restrictions.


 


(c)          Other
Transfer Restrictions. No portion of the Plan Shares or Rights granted hereunder may be sold transferred, assigned, pledged
or otherwise encumbered or disposed of by Participant until such portion of the Plan Shares become fully vested in accordance with
paragraph 5 of this Agreement.


 


4.           Shares
Held in Trust. The Plan Shares shall be held in trust by the Bank and distributed or transferred in accordance with the Plan,
as determined by the Committee and as set forth herein.


 


5.           Vesting
and Delivery of Plan Shares by the Bank.


 


(a)          Vesting
Schedule. Plan Shares shall vest and become nonforfeitable as set forth herein:


 


		(i)	Provided that the Participant has been continuously employed
by either the Corporation or the Bank from the Effective Date through the following vesting dates, 10,750 Plan Shares shall vest
and be earned as follows: 2,500 Plan Shares on October 2, 2012; 2,750 Plan Shares on August 22, 2013; and 5,500 Plan Shares on
July 2, 2014.



 




    	1



    	 



    

 


		(ii)	In addition, 8,000 Plan Shares shall vest and be earned
if both (A) the Corporation’s common stock price at the close of each trading day during any consecutive period of 90 calendar
days prior to and including October 2, 2017, equals or exceeds $12.00 per share (the “Threshold Price”), subject to
equitable adjustment upon the occurrence of certain events, as described in the following sentence, and (B) the Participant has
been continuously employed by either the Corporation or the Bank from the Effective Date through the date of the satisfaction
of the foregoing requirement. The Committee may, in its sole discretion, make appropriate adjustments to the Threshold Price in
order to give effect to changes made in the number of outstanding shares of the Corporation as a result of a merger, consolidation,
recapitalization, reclassification, combination, stock dividend or stock split, or as a result of any other relevant change or
occurrence which the Committee believes warrants an adjustment to the Threshold Price. If the conditions of both Section 5(a)(ii)(A)
and Section 5(a)(ii)(B) are not met on or before October 2, 2017, then this portion of the Award shall not vest.



 


(b)          Delivery
of Vested Plan Shares to the Participant. Except as provided above, after the date on which all or a portion of the Plan Shares
have become vested as provided in this Agreement and in the Plan, the Committee shall instruct the Bank to deliver to the Participant,
the Participant’s designee, such other person as shall have been designated as Participant’s beneficiary in accordance
with this Agreement, or any other permitted recipient pursuant to the Plan, as applicable, certificates representing the Plan Shares
which have become vested and nonforfeitable, as the Committee shall determine, free from any restrictions imposed by this Agreement
other than such restrictions and conditions as may be deemed necessary by the Committee pursuant to paragraph 3 above. The parties
agree to execute any further instrument and to take such action as may be reasonable necessary to carry out the intent of this
Agreement.


 


(c)          Delivery
of Forfeited Plan Shares. If the Plan Shares, or any of them, are forfeited pursuant to the Plan, the Committee shall instruct
the Bank concerning the disposition of such forfeited shares. Thereafter such forfeited shares shall cease to be subject to this
Agreement.


 


6.           Payment
of Dividends. As soon as practicable after the Plan Shares have become vested and delivered, the Bank shall pay to the Participant,
the Participant’s designee, such other person as shall have been designated as Participant’s beneficiary in accordance
with the Agreement or any other permitted recipient pursuant to the Plan, the proportional amount of any cash or stock dividend,
or other cash or noncash distributions, including any interest earned thereon, declared in respect of such vested Plan Shares,
which had been held in trust by the Bank for the benefit of the above-named person(s).


 


7.           Designation
of Beneficiary. The Participant hereby designates the person(s) described on Annex B as the beneficiary or beneficiaries who
shall be entitled to receive the vested Plan Shares and other assets, if any, distributable to the Participant upon his death.
The Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary,
if any, by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior
to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.


 


If no such beneficiary designation is in
effect at the time of the Participant’s death, or if no designated beneficiary survives the Participant, or if such designation
conflicts with law, the Participant’s estate shall be deemed to have been designated his beneficiary and shall receive the
vested Plan Shares and other assets, if any, distributable to the Participant upon his death. If the Committee is in doubt as to
the right of any person to receive such distribution, the Committee may direct the Bank to retain the vested Plan Shares and other
assets, without liability for any interest in respect thereof, until the rights thereto are determined, or the Committee may direct
the transfer of such Plan Shares into any court of appropriate jurisdiction and such transfer shall be deemed a complete discharge
of the obligations of the Bank, the Corporation, and the Committee hereunder.


 


8.           Effect
of Award on Status of Participant. The fact that an Award has been made to the Participant under this Plan shall not confer
on the Participant any right to continued service on the boards of directors of the Bank, the Corporation or of any Subsidiary,
nor to continued employment with the Bank, the Corporation or any Subsidiary; nor shall it limit the right of the Bank, the Corporation
or of any Subsidiary to remove the Participant from any such boards, or to terminate his employment at any time without prior notice.


 


9.           Impact
of Award on Other Benefits of Participant. The value of the Plan Shares on the date of the Award or at the time the Plan Shares
becomes vested shall not be includable as compensation or earnings for purposes of any other benefit plan offered by the Bank,
the Corporation or any Subsidiary other than any qualified employee benefit plan which provides that such value shall be included
as compensation or earnings for purposes of such plans.


 


10.         Tax
and Tax Withholding. Participant has reviewed with Participant’s own tax and financial advisors the federal, state and
local tax consequences of this Agreement and receipt of the Plan Shares. All vested Plan Shares distributed pursuant to this Agreement
shall be subject to applicable federal, state and local withholding for taxes. The Participant expressly acknowledges and agrees
to such withholding without regard to whether the Plan Shares may then be sold or otherwise transferred by the Participant. The
Participant acknowledges and agrees to the tax withholding provisions which are set forth in the Plan.


 




    	2



    	 



    

 


11.         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 three business days after deposit in the United States mail by Certified
Mail, return receipt requested, properly addressed and postage prepaid, if to the Bank, the Committee or the Trustees at the Bank’s
principal office address at 1226 Eastchester Drive, High Point, North Carolina 27265; and, if to the Participant, at his last address
appearing on the books of the Bank. The Bank and the Participant 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 set forth above, as the case may be.


 


12.         Construction
Controlled by Plan. The Plan, a copy of which is attached hereto as Annex C, is incorporated herein by reference. The Award
of Restricted Shares shall be subject to the terms and conditions of the Plan, and the Participant hereby assumes and agrees to
comply with all of the obligations imposed upon the Participant in the 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.


 


13.         Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a 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.


 


14.         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 Agreement.


 


15.         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 or their successors in interest. No waiver
hereunder shall constitute a waiver with respect to any subsequent occurrence or other transaction hereunder or of any other provision
hereof.


 


16.         Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs,
legatees, personal representatives, executors, and administrators, successors and assigns.


 


17.         Entire
Agreement. This Agreement and the Plan constitute and embody 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.


 


18.         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 one and the same instrument.


 


[Remainder of page intentionally left
blank]


 




    	3



    	 



    

 


IN WITNESS WHEREOF, the Corporation and
the Bank have 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 each individual party hereto has hereunto set his hand and adopted as his seal the
typewritten word “SEAL” appearing beside his name, all done this the day and year first above written.


 


	 	BNC BANCORP


 


	 	By:	/s/  W. Swope Montgomery, Jr.	 
	 	 	Chief Executive Officer


 


ATTEST:


 


	By:	/s/ Drema Michael	 
	Assistant Secretary


 


[Corporate Seal]


 


	 	PARTICIPANT
	 	 
	 	/s/Richard D. Callicutt, II (SEAL)


 




    	4



    	 



    

 





ANNEX A


 


Representations and Warranties


 


Participant represents to the Corporation
that:


 


(a)          The
Plan Shares were not offered or transferred to Participant by means of any form of general solicitation or general advertising,
and in connection therewith, Participant did not: (i) receive or review any advertisement, article, notice or other communication
published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit or generally
available or (ii) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation
or general advertising.


 


(b)          Participant
has received a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts the
Plan Shares subject to all of the terms and provisions of the Plan except as otherwise specifically stated in this Agreement. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (both as defined in
the Plan) upon any questions arising under the Plan. Participant acknowledges that the Plan Shares may only be transferred or otherwise
disposed of pursuant to (i) a registration statement on Form S-8 upon delivery of a resale prospectus to the recipient of the Plan
Shares, as long as Participant is an affiliate of the Corporation, (ii) an effective registration statement under the Securities
Act of 1933, as amended (the “Act”) or (iii) pursuant to an exemption from registration under the Act.


 


(c)          Participant
acknowledges that he must therefore hold the Plan Shares indefinitely unless a subsequent disposition of the Plan Shares is permitted
under the terms of this Agreement.


 


(d)          Participant
acknowledges that, given the restrictions on transfer acknowledged above, he is able to bear the economic risk of holding the Plan
Shares for an indefinite period of time and can afford a complete loss of the value of the Plan Shares.


 


(e)          Participant
agrees and acknowledges that the Corporation may, if it so desires and subject to paragraph 3 of this Agreement, permit the transfer
of the Plan Shares out of Participant’s name only when Participant’s request for transfer is accompanied by an opinion
of counsel reasonably satisfactory to the Corporation and its counsel that neither the sale nor the proposed transfer results in
violation of the Act or any state securities or “blue sky” laws (collectively, “Securities Laws”). Participant
agrees to hold the Corporation and its directors, officers, agents and controlling persons and their respective heirs, representatives,
successors and assigns harmless and to indemnify them from and against all liabilities, costs and expenses incurred by them as
a result of any misrepresentation made by Participant contained herein or any sale or distribution by Participant in violation
of the Securities Laws.


 


(f)          Participant
represents that the receipt of the Plan Shares by Participant will not result in the violation by Participant of any law, statute,
rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which Participant
is bound, including, without limitation, United States laws and other laws that may be applicable to Participant and will not conflict
with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse
of time or both) a material default under, any material lease, loan agreement, mortgage, security agreement, trust indenture or
other agreement or instrument to which Participant is a party or by which Participant is bound or to which Participant’s
material properties or assets is subject, nor result in the creation or imposition of any lien upon any of the material properties
or assets of Participant.


 


(g)          Participant
acknowledges and agrees that this Agreement is not a contract of employment and that nothing in this Agreement shall confer upon
Participant any right with respect to continuation of service to or employment by the Corporation or the Bank, nor shall it interfere
in any way with his right or the Corporation’s or the Bank’s right to terminate his service to or employment by the
Corporation or the Bank at any time, with or without cause.


 


(h)          Participant
acknowledges and agrees that the vesting of shares pursuant to this Agreement is earned only through Participant’s continued
compliance with the non-compete and non-disclosure covenants contained previously agreed to by and between the Participant and
the Bank and not through the grant of the Plan Shares hereunder.


 


(i)          Participant
hereby accepts this Agreement subject to all of the terms and provisions hereof. Participant has reviewed this Agreement in its
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions
of the Agreement.


 


(j)          Participant
acknowledges that the Corporation and its counsel are entitled to rely on the representations made above.


 




    	5



    	 



    

 


ANNEX B


 


BNC Omnibus Stock Option and


Long Term Incentive Plan


Beneficiary Designation Form


 


As Beneficiary to receive any shares of
stock distributable on my behalf pursuant to the BNC Bancorp Omnibus Stock Option and Long Term Incentive Plan, I hereby designate
the following:


 


	 	 	Name	Address	Relationship	 
	 	 	 	 	 	 
	Primary Beneficiary:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Contingent Beneficiary:	 	 	 	 	 
	(if any)	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 


If more than one primary beneficiary is named, shares will be
paid in equal shares to surviving primary beneficiaries. Should the contingent beneficiaries be eligible to receive the benefits
(i.e., all primary beneficiaries are deceased), such benefits will be paid in equal shares to such surviving contingent beneficiaries.


 


	Name of Spouse if not given above:	 


 


	 	 	 
	Witness	 	Participant


 


	 	 	 
	 	Date	 


 




    	6



    	 



    

 


ANNEX C


 


BNC Bancorp Omnibus Stock Option and


Long Term Incentive Plan


 


See Attached.


 




    	7