**Exhibit 10.5**

** **

**Congaree Bancshares, Inc. 2007 StockIncentive Plan**

 

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**CONGAREEBANCSHARES, INC.**

**2007STOCK INCENTIVE PLAN**

 

**TABLE OFCONTENTS**

 
| **ARTICLE I**    | **DEFINITIONS**                              | **1**      |
|------------------|----------------------------------------------|------------|
| ** **       | ** **                                   | ** ** |
| **ARTICLE II**   | **THE PLAN**                                 | **4**      |
| ** **       | ** **                                   | ** ** |
| 2.1              | NAME                                         | 4          |
| 2.2              | PURPOSE                                      | 5          |
| 2.3              | EFFECTIVE  DATE                              | 5          |
|             |                                         |       |
| **ARTICLE III**  | **PARTICIPANTS**                             | **5**      |
| ** **       | ** **                                   | ** ** |
| **ARTICLE IV**   | **ADMINISTRATION**                           | **5**      |
| ** **       | ** **                                   | ** ** |
| 4.1              | DUTIES  AND POWERS OF THE COMMITTEE          | 5          |
| 4.2              | INTERPRETATION;  RULES                       | 5          |
| 4.3              | NO  LIABILITY                                | 6          |
| 4.4              | MAJORITY  RULE                               | 6          |
| 4.5              | COMPANY  ASSISTANCE                          | 6          |
|             |                                         |       |
| **ARTICLE V**    | **SHARES OF STOCK SUBJECT TO PLAN**          | **6**      |
| ** **       | ** **                                   | ** ** |
| 5.1              | LIMITATIONS                                  | 6          |
| 5.2              | ANTIDILUTION                                 | 6          |
|             |                                         |       |
| **ARTICLE VI**   | **OPTIONS**                                  | **7**      |
| ** **       | ** **                                   | ** ** |
| 6.1              | TYPES  OF OPTIONS GRANTED                    | 7          |
| 6.2              | OPTION  GRANT AND AGREEMENT                  | 7          |
| 6.3              | OPTIONEE  LIMITATIONS                        | 8          |
| 6.4              | $100,000  LIMITATION                         | 8          |
| 6.5              | EXERCISE  PRICE                              | 8          |
| 6.6              | EXERCISE  PERIOD                             | 9          |
| 6.7              | OPTION  EXERCISE                             | 9          |
| 6.8              | NONTRANSFERABILITY  OF OPTION                | 9          |
| 6.9              | TERMINATION  OF EMPLOYMENT OR SERVICE        | 9          |
| 6.10             | EMPLOYMENT  RIGHTS                           | 10         |
| 6.11             | CERTAIN  SUCCESSOR OPTIONS                   | 10         |
| 6.12             | FORFEITURE  BY ORDER OF REGULATORY AGENCY    | 10         |
| 6.13             | EFFECT  OF A CORPORATE TRANSACTION           | 10         |
|             |                                         |       |
| **ARTICLE VII**  | **STOCK CERTIFICATES**                       | **10**     |
| ** **       | ** **                                   | ** ** |
| **ARTICLE VIII** | **TERMINATION AND AMENDMENT**                | **11**     |
| ** **       | ** **                                   | ** ** |
| 8.1              | TERMINATION  AND AMENDMENT                   | 11         |
| 8.2              | EFFECT  ON GRANTEE’S RIGHTS             | 11         |
|             |                                         |       |
| **ARTICLE IX**   | **RELATIONSHIP TO OTHER COMPENSATION PLANS** | **11**     |
| ** **       | ** **                                   | ** ** |
| **ARTICLE X**    | **MISCELLANEOUS**                            | **11**     |
|                  |                                              |            |  |  |

 

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| 10.1 | REPLACEMENT  OR AMENDED GRANTS        | 11 |
|------|---------------------------------------|----|
| 10.2 | FORFEITURE  FOR COMPETITION           | 11 |
| 10.3 | LEAVE  OF ABSENCE                     | 12 |
| 10.4 | PLAN  BINDING ON SUCCESSORS           | 12 |
| 10.5 | HEADINGS,  ETC., NO PART OF PLAN | 12 |
| 10.6 | SECTION 16  COMPLIANCE           | 12 |

 

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**CONGAREEBANCSHARES, INC.**

**2007STOCK INCENTIVE PLAN**

 

#### **ARTICLE I**

#### **DEFINITIONS**

#### ** **

As used herein, thefollowing terms have the following meanings unless the context clearlyindicates to the contrary:

 

“Board” shall meanthe Board of Directors of the Company.

 

“Cause” (i) withrespect to the Company or any subsidiary which employs the recipient of anOption (the “recipient”) or for which such recipient primarily performsservices, the commission by the recipient of an act of fraud, embezzlement,theft or proven dishonesty, or any other illegal act or practice (whether ornot resulting in criminal prosecution or conviction), or any act or practicewhich the Committee shall, in good faith, deem to have resulted in therecipient’s becoming unbondable under the Company’s or the subsidiary’sfidelity bond; (ii) the willful engaging by the recipient in misconductwhich is deemed by the Committee, in good faith, to be materially injurious tothe Company or any subsidiary, monetarily or otherwise, including, but notlimited, improperly disclosing trade secrets or other confidential or sensitivebusiness information and data about the Company or any subsidiaries andcompeting with the Company or its subsidiaries, or soliciting employees,consultants or customers of the Company in violation of law or any employmentor other agreement to which the recipient is a party; or (iii) the willfuland continued failure or habitual neglect by the recipient to perform his orher duties with the Company or the subsidiary substantially in accordance withthe operating and personnel policies and procedures of the Company or thesubsidiary generally applicable to all their employees.  For purposes of this Plan, no act or failureto act by the recipient shall be deemed be “willful” unless done or omitted tobe done by recipient not in good faith and without reasonable belief that therecipient’s action or omission was in the best interest of the Company and/orthe subsidiary.  Notwithstanding theforegoing, if the recipient has entered into an employment agreement that isbinding as of the date of employment termination, and if such employmentagreement defines “Cause,” then the definition of “Cause” in such agreementshall apply to the recipient in this Plan. “Cause” under either (i), (ii) or (iii) shall be determined bythe Committee.

 

“Code” shall meanthe United States Internal Revenue Code of 1986, including effective date andtransition rules (whether or not codified).  Any reference herein to a specific section ofthe Code shall be deemed to include a reference to any corresponding provisionof future law.

 

“Committee” shallmean a committee of at least two Directors appointed from time to time by theBoard, having the duties and authority set forth herein in addition to anyother authority granted by the Board.  Inselecting the Committee, the Board shall consider (i) the benefits under Section 162(m) ofthe Code of having a Committee composed of “outside directors” (as that term isdefined in the Code) for certain grants of Options to highly compensatedexecutives, and (ii) the benefits under Rule 16b-3 of having aCommittee composed of either the entire Board or a Committee of at least twoDirectors who are Non-Employee Directors for Options granted to or held by any Section 16Insider.   At any time that the Boardshall not have appointed a committee as described above, any reference hereinto the Committee shall mean the Board.

 

“Company” shallmean Congaree Bancshares, Inc., a South Carolina corporation.

 

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“CorporateTransaction” shall mean the occurrence of any of the following events,unless such event is a result of a Non-Control Transaction:

 

(i)            the individuals who aremembers of the Board of Directors of the Company (the “Incumbent Board”) ceasefor any reason to constitute at least 50% of the Board of Directors of theCompany; provided, however, that if the election, or nominationfor election by the Company’s shareholders, of any new director was approved inadvance by a vote of at least 50% of the Incumbent Board, such new directorshall, for purposes of the Plan, be considered as a member of the IncumbentBoard; provided, further, that no individual shall be considereda member of the Incumbent Board if such individual initially assumed office asa result of either an actual or threatened election contest, or other actual orthreatened solicitation of proxies or consents by or on behalf of any personother than the Board of Directors of the Company, including by reason of anyagreement intended to avoid or settle any election contest or proxy contest.

 

(ii)           an acquisition (other thandirectly from the Company) of any voting securities of the Company (the “VotingSecurities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or14(d) of the Exchange Act) immediately after which such Person has “BeneficialOwnership” (within the meaning of Rule 13d-3 promulgated under theExchange Act) of 20% or more of the combined voting power of the Company’s thenoutstanding Voting Securities; provided, however, that indetermining whether a Corporate Transaction has occurred, Voting Securitieswhich are acquired in a Non-Control Transaction shall not constitute aCorporate Transaction under the Plan.

 

(iii)          consummation of:  (i) a merger, consolidation, orreorganization involving the Company; (ii) a complete liquidation ordissolution of the Company; or (iii) the sale or other disposition of allor substantially all of the assets of the Company to any Person (other than atransfer to a Subsidiary).

 

(iv)          a notice of an application isfiled with the South Carolina Board of Financial Institutions or the FederalReserve Board or any other bank or thrift regulatory approval (or notice of nodisapproval) is granted by the Federal Reserve, South Carolina Board ofFinancial Institutions, the OCC, the Federal Deposit Insurance Corporation, orany other regulatory authority for permission to acquire control of the Companyor any of its banking subsidiaries; provided that if the application is filedin connection with a transaction which has been approved by the Board, then theCorporate Transaction shall not be deemed to occur until consummation of thetransaction.

 

“Non-Control Transaction”shall mean a transaction described below:

 

(i)            the shareholders of the Company,immediately before such merger, consolidation or reorganization, own, directlyor indirectly, immediately following such merger, consolidation orreorganization, at least 50% of the combined voting power of the outstandingvoting securities of the corporation resulting from such merger, consolidationor reorganization (the “Surviving Corporation”) in substantially the sameproportion as their ownership of the Voting Securities immediately before suchmerger, consolidation or reorganization; and

 

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(ii)           immediately following such merger,consolidation or reorganization, the number of directors on the board ofdirectors of the Surviving Corporation who were members of the Incumbent Boardshall at least equal the number of directors who were affiliated with orappointed by the other party to the merger, consolidation or reorganization.

 

“Director” shallmean a member of the Board and any person who is an advisory or honorarydirector of the Company if such person is considered a director for thepurposes of Section 16 of the Exchange Act, as determined by reference tosuch Section 16 and to the rules, regulations, judicial decisions, andinterpretative or “no-action” positions with respect thereto of the Securitiesand Exchange Commission, as the same may be in effect or set forth from time totime.

 

“Employee” shallmean a person who constitutes an employee of the Company as such term isdefined in the instructions to the Form S-8 Registration Statement underthe Securities Act of 1933, and also includes non-employees to whom an offer ofemployment has been extended.

 

“Exchange Act”shall mean the Securities Exchange Act of 1934. Any reference herein to a specific section of the Exchange Act shall bedeemed to include a reference to any corresponding provision of future law.

 

“Exercise Price”shall mean the price at which an Optionee may purchase a share of Stock under aStock Option Agreement.

 

“Fair Market Value”on any date shall mean (i) the closing sales price of the Stock, regularway, on such date on the national securities exchange having the greatestvolume of trading in the Stock during the thirty-day period preceding the daythe value is to be determined or, if such exchange was not open for trading onsuch date, the next preceding date on which it was open; (ii) if the Stockis not traded on any national securities exchange, the average of the closinghigh bid and low asked prices of the Stock on the over-the-counter market onthe day such value is to be determined, or in the absence of closing bids onsuch day, the closing bids on the next preceding day on which there were bids;or (iii) if the Stock also is not traded on the over-the-counter market,the fair market value as determined in good faith by the Board or the Committeebased on such relevant facts as may be available to the Board, which mayinclude opinions of independent experts, the price at which recent sales havebeen made, the book value of the Stock, and the Company’s current and futureearnings.

 

“Incentive StockOption” shall mean an option to purchase any stock of the Company, whichcomplies with and is subject to the terms, limitations and conditions of Section 422of the Code and any regulations promulgated with respect thereto.

 

“Non-Employee Director”shall have the meaning set forth in Rule 16b-3 under the Exchange Act, asthe same may be in effect from time to time, or in any successor rule thereto,and shall be determined for all purposes under the Plan according tointerpretative or “no-action” positions with respect thereto issued by theSecurities and Exchange Commission.

 

“Officer” shallmean a person who constitutes an officer of the Company for the purposes of Section 16of the Exchange Act, as determined by reference to such Section 16 and tothe rules, regulations, judicial decisions, and interpretative or “no-action”positions with respect thereto of the Securities and Exchange Commission, asthe same may be in effect or set forth from time to time.

 

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“Option” shallmean an option, whether or not an Incentive Stock Option, to purchase Stockgranted pursuant to the provisions of Article VI hereof.

 

“Optionee” shallmean a person to whom an Option has been granted hereunder.

 

“Parent”  shall mean any corporation (other than theCompany or a Subsidiary) in an unbroken chain of corporations ending with theCompany if, at the time of the grant (or modification) of the Option, each ofthe corporations other than the Company or a Subsidiary owns stock possessing50% or more of the total combined voting power of the classes of stock in oneof the other corporations in such chain.

 

“Permanent and TotalDisability” shall have the same meaning as given to that term by Code Section 22(e)(3) andany regulations or rulings promulgated thereunder.

 

“Plan” shall meanthe Congaree Bancshares, Inc. 2007 Stock Incentive Plan, the terms ofwhich are set forth herein.

 

“Purchasable”shall refer to Stock which may be purchased by an Optionee under the terms ofthis Plan on or after a certain date specified in the applicable Stock OptionAgreement.

 

“Qualified DomesticRelations Order” shall have the meaning set forth in the Code or in theEmployee Retirement Income Security Act of 1974, or the rules andregulations promulgated under the Code or such Act.

 

“Section 16Insider” shall mean any person who is subject to the provisions of Section 16of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant to theExchange Act.

 

“Stock” shall meanthe Common Stock, no par value, of the Company or, in the event that theoutstanding shares of Stock are hereafter changed into or exchanged for sharesof a different stock or securities of the Company or some other entity, suchother stock or securities.

 

“Stock OptionAgreement” shall mean an agreement between the Company and an Optioneeunder which the Optionee may purchase Stock hereunder, a sample form of whichis attached hereto as Exhibit A (which form may be varied by theCommittee in granting an Option).

 

“Subsidiary” shallmean any corporation (other than the Company) in an unbroken chain ofcorporations beginning with the Company if, at the time of the grant (ormodification) of the Option, each of the corporations other than the lastcorporation in the unbroken chain owns stock possessing 50% or more of thetotal combined voting power of all classes of stock in one of the othercorporations in such chain.

 

**ARTICLEII**

**THE PLAN**

 

2.1           Name.  This Plan shall be known as “Congaree Bancshares, Inc.2007 Stock Incentive Plan.”

 

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2.2           Purpose. Thepurpose of the Plan is to advance the interests of the Company, itsSubsidiaries, and its shareholders by affording Employees and Directors of theCompany and its subsidiaries an opportunity to acquire or increase theirproprietary interests in the Company. The objective of the issuance of the Options is to promote the growthand profitability of the Company and its Subsidiaries because the Optionees willbe provided with an additional incentive to achieve the Company’s objectivesthrough participation in its success and growth and by encouraging theircontinued association with or service to the Company.

 

2.3           Effective Date.  The Plan shall become effective on January 1,2007; provided, however, that if the shareholders of the Company have notapproved the Plan on or prior to the first anniversary of such effective date,then all options granted under the Plan shall be non-incentive StockOptions.  If, at the time of anyamendment to the Plan, shareholder approval is required by the Code forIncentive Stock Options and such shareholder approval has not been obtained (oris not obtained within 12 months thereof), any Incentive Stock Options issuedunder the Plan shall automatically become options which do not qualify asIncentive Stock Options.

 

**ARTICLEIII**

**PARTICIPANTS**

 

The class of personseligible to participate in the Plan shall consist of all Directors andEmployees of the Company or any Subsidiary.

 

**ARTICLEIV**

**ADMINISTRATION**

 

4.1           Dutiesand Powers of the Committee.  ThePlan shall be administered by the Committee. The Committee shall select one of its members as its Chairman and shallhold its meetings at such times and places as it may determine.  The Committee shall keep minutes of itsmeetings and shall make such rules and regulations for the conduct of itsbusiness as it may deem necessary.  TheCommittee shall have the power to act by unanimous written consent in lieu of ameeting, and to meet telephonically.  Inadministering the Plan, the Committee’s actions and determinations shall bebinding on all interested parties.  TheCommittee shall have the power to grant Options in accordance with theprovisions of the Plan and may grant Options singly, in combination, or intandem.  Subject to the provisions of thePlan, the Committee shall have the discretion and authority to determine thoseindividuals to whom Options will be granted, the number of shares of Stocksubject to each Option, such other matters as are specified herein, and anyother terms and conditions of a Stock Option Agreement.  The Committee shall also have the discretionand authority to waive any provision of the Plan or to delegate to any Officerits power to grant Options under the Plan to Employees, but not to Employeeswho are Officers or Directors.

 

4.2           Interpretation;Rules.  Subject to the expressprovisions of the Plan, the Committee also shall have complete authority tointerpret the Plan, to prescribe, amend, and rescind rules and regulationsrelating to it, to determine the details and provisions of each Stock OptionAgreement, and to make all other determinations necessary or advisable for theadministration of the Plan, including, without limitation, the amending or alteringof the Plan and any Options granted hereunder as may be required to comply withor to conform to any federal, state, or local laws or regulations.  If an option granted under the Plan isintended to be an Incentive Stock Option but does not qualify as an IncentiveStock Option for any reason, then the option granted shall remain valid butshall be a non-Incentive Stock Option.

 

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4.3           No Liability.  Neither any member of the Board nor anymember of the Committee shall be liable to any person for any act ordetermination made in good faith with respect to the Plan or any Option grantedhereunder.

 

4.4           Majority Rule.  A majority of the members of the Committeeshall constitute a quorum, and any action taken by a majority at a meeting atwhich a quorum is present, or any action taken without a meeting evidenced by awriting executed by all the members of the Committee, shall constitute theaction of the Committee.

 

4.5           Company Assistance.  The Company shall supply full and timelyinformation to the Committee on all matters relating to eligible persons, theiremployment, death, retirement, disability, or other termination of employment,and such other pertinent facts as the Committee may require.  The Company shall furnish the Committee withsuch clerical and other assistance as is necessary in the performance of itsduties.

 

**ARTICLE V**

**SHARES OFSTOCK SUBJECT TO PLAN**

 

5.1           Limitations.  The maximum number of shares that may beissued hereunder shall initially be 317,599****and thereafter shall automatically be increased each timethe Company issues additional shares of Stock so that the total number ofshares issuable hereunder shall at all times equal 18% of the then outstandingshares of Stock, unless in any case the Board of Directors adopts a resolutionproviding that the number of shares issuable under this Plan shall not be soincreased.  Notwithstanding the above,the total number of shares of Stock issuable pursuant to Incentive StockOptions may not be increased to more than 317,599 (other than pursuant toantidilution adjustments) without shareholder approval.  In addition, the number of shares that may beissued hereunder shall be subject to any antidilution adjustment pursuant tothe provisions of Section 5.2 hereof. Any or all shares of Stock subject to the Plan may be issued in anycombination of Incentive Stock Options or non-Incentive Stock Options.  Shares subject to an Option may be eitherauthorized and unissued shares or shares issued and later acquired by theCompany.  The shares covered by anyunexercised portion of an Option that has terminated for any reason (except asset forth in the following paragraph) may again be optioned under the Plan, andsuch shares shall not be considered as having been optioned or issued incomputing the number of shares of Stock remaining available for optionhereunder.

 

If Options are issued inrespect of options to acquire stock of any entity acquired, by merger orotherwise, by the Company (or any Subsidiary of the Company), to the extentthat such issuance shall not be inconsistent with the terms, limitations andconditions of Code Section 422 or Rule 16b-3 under the Exchange Act,the aggregate number of shares of Stock for which Options may be grantedhereunder shall automatically be increased by the number of shares subject tothe Options so issued; provided, however, that the aggregate number of sharesof Stock for which Options may be granted hereunder shall automatically bedecreased by the number of shares covered by any unexercised portion of anOption so issued that has terminated for any reason, and the shares subject toany such unexercised portion may not be optioned to any other person.

 

5.2           Antidilution.

 

(a)           If (x) the outstanding shares of Stock are changedinto or exchanged for a different number or kind of shares or other securitiesof the Company by reason of merger,

 

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consolidation, reorganization, recapitalization,reclassification, combination or exchange of shares, or stock split or stockdividend, (y) any spin-off, spin-out or other distribution of assetsmaterially affects the price of the Company’s stock, or (z) there is anyassumption and conversion to the Plan by the Company of an acquired company’soutstanding option grants, then:

 

(i)  theaggregate number and kind of shares of Stock for which Options may be grantedhereunder shall be adjusted proportionately by the Committee; and

 

(ii)  therights of Optionees (concerning the number of shares subject to Options and theExercise Price) under outstanding Options shall be adjusted proportionately bythe Committee.

 

(b)           If the Company shall bea party to any reorganization in which it does not survive, involving merger,consolidation, or acquisition of the stock or substantially all the assets ofthe Company, the Committee, in its sole discretion, may (but is not requiredto), notify all Optionees that all Options granted under the Plan shall beassumed by the successor corporation or substituted on an equitable basis withoptions issued by such successor corporation.

 

(c)           If the Company is to beliquidated or dissolved in connection with a reorganization described in Section 5.2(b),the provisions of such Section shall apply.  In all other instances, the adoption of aplan of dissolution or liquidation of the Company shall, notwithstanding otherprovisions hereof, cause every Option outstanding under the Plan to terminateto the extent not exercised prior to the adoption of the plan of dissolution orliquidation by the shareholders.

 

(d)           The adjustmentsdescribed in paragraphs (a) through (c) of this Section 5.2, andthe manner of their application, shall be determined solely by the Committee,and any such adjustment may provide for the elimination of fractional shareinterests; provided, however, that any adjustment made by the Board or theCommittee shall be made in a manner that will not cause an Incentive StockOption to be other than an Incentive Stock Option under applicable statutoryand regulatory provisions.  Theadjustments required under this Article V shall apply to any successors ofthe Company and shall be made regardless of the number or type of successiveevents requiring such adjustments.

 

**ARTICLEVI**

**OPTIONS**

 

6.1           Types of OptionsGranted.  The Committee may, underthis Plan, grant either Incentive Stock Options or Options which do not qualifyas Incentive Stock Options.  Within thelimitations provided in this Plan, both types of Options may be granted to thesame person at the same time, or at different times, under different terms andconditions, as long as the terms and conditions of each Option are consistentwith the provisions of the Plan.  Withoutlimitation of the foregoing, Options may be granted subject to conditions basedon the financial performance of the Company or any other factor the Committeedeems relevant.

 

6.2           Option Grant andAgreement.  Each Option grantedhereunder shall be evidenced by minutes of a meeting or the written consent ofthe Committee and by a written Stock Option Agreement executed by the Companyand the Optionee.  The terms of theOption, including the Option’s duration, time or times of exercise, exerciseprice, whether the Option is intended to be an Incentive Stock 

 

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Option shall be stated in the Stock OptionAgreement.  In structuring the terms ofeach Option, the Committee shall follow the guidelines set forth in the FDICstatement of policy relating to applications for deposit insurance, including thatthe terms should encourage each Optionee to remain involved in the Companyand/or its Subsidiaries, such as by having a vesting period of equalpercentages each year over the initial three years following the grant of theOption and a requirement that the Option be exercised or expire no later than90 days after termination as an active officer or employee.  No Incentive Stock Option may be granted morethan ten years after the earlier to occur of the effective date of the Plan orthe date the Plan is approved by the Company’s shareholders.  Separate stock option agreements may be usedfor Options intended to be Incentive Stock Options and those not so intended,but any failure to use such separate agreements shall not invalidate, or otherwiseadversely affect the Optionee’s interest in, the Options evidenced thereby.

 

6.3           Optionee Limitations.  The Committee shall not grant an IncentiveStock Option to any person who, at the time the Incentive Stock Option isgranted:

 

(a)           is not an employee ofthe Company or any of its Subsidiaries (as the term “employee” is defined bythe Code); or

 

(b)           owns or is considered to own stock possessing at least10% of the total combined voting power of all classes of stock of the Companyor any of its Parent or Subsidiary corporations; provided, however, that thislimitation shall not apply if at the time an Incentive Stock Option is grantedthe Exercise Price is at least 110% of the Fair Market Value of the Stocksubject to such Option and such Option by its terms would not be exercisableafter five years from the date on which the Option is granted.  For the purpose of this subsection (b), onlycommon stock of the Company owned by the Optionee at the time of grant will beconsidered in the 10% owner calculation. A person shall be considered to own: (i) the stock owned, directlyor indirectly, by or for his or her brothers and sisters (whether by whole orhalf blood), spouse, ancestors and lineal descendants and (ii) the stockowned, directly or indirectly, by or for a corporation, partnership, estate, ortrust in proportion to such person’s stock interest, partnership interest orbeneficial interest therein.

 

6.4           $100,000 Limitation.  Except as provided below, the Committee shallnot grant an Incentive Stock Option to, or modify the exercise provisions ofoutstanding Incentive Stock Options held by, any person who, at the time theIncentive Stock Option is granted (or modified), would thereby receive or holdany Incentive Stock Options of the Company and any Parent or Subsidiary, suchthat the aggregate Fair Market Value (determined as of the respective dates ofgrant or modification of each option) of the stock with respect to which suchIncentive Stock Options are exercisable for the first time during any calendaryear is in excess of $100,000 (or such other limit as may be prescribed by theCode from time to time); provided, however, that to the extentthat the aggregate Fair Market Value of the stock subject to the IncentiveStock Options does in fact exceed the $100,000 limitation described in this Section 6.4,the excess shall be treated as an Option not qualifying as an Incentive StockOption, with the determination to be made in the order the Options are granted.

 

6.5           Exercise Price.  The Exercise Price of the Stock subject toeach Option shall be determined by the Committee.  Subject to the provisions of Section 6.3(b) hereof,the Exercise Price of an Option shall not be less than the Fair Market Value ofthe Stock as of the date the Option is granted (or in the case of an IncentiveStock Option that is subsequently modified, on the date of such modification).

 

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6.6           Exercise Period. The periodfor the exercise of each Option granted hereunder shall be determined by theCommittee, but the Stock Option Agreement with respect to each Option shallprovide that such Option shall not be exercisable after ten years from the dateof grant of the Option.

 

6.7           Option Exercise.

 

(a)           Unless otherwise provided in theStock Option Agreement or Section 6.6 hereof, an Option may be exercisedat any time or from time to time during the term of the Option as to any or allfull shares which have become Purchasable under the provisions of the Option,but not at any time as to less than 100 shares unless the remaining shares thathave become so Purchasable are less than 100 shares. The Committee shall havethe authority to prescribe in any Stock Option Agreement that the Option may beexercised only in accordance with a vesting schedule during the term of theOption.

 

(b)           An Option shall be exercised by (i) deliveryto the Company at its principal office a written notice of exercise withrespect to a specified number of shares of Stock and (ii) payment to theCompany at that office of the full amount of the Exercise Price for such numberof shares in accordance with Section 6.7(c). If requested by an Optionee,an Option may be exercised with the involvement of a stockbroker in accordancewith the federal margin rules set forth in Regulation T (in which case thecertificates representing the underlying shares will be delivered by theCompany directly to the stockbroker).

 

(c)           The Exercise Price is to be paid infull in cash upon the exercise of the Option and the Company shall not berequired to deliver certificates for the shares purchased until such paymenthas been made.

 

(d)           In addition to and at the time ofpayment of the Exercise Price, the Optionee shall pay to the Company in cashthe full amount of any federal, state, and local income, employment, or otherwithholding taxes applicable to the taxable income of such Optionee resultingfrom such exercise.

 

(e)           The holder of an Option shall nothave any of the rights of a shareholder with respect to the shares of Stocksubject to the Option until such shares have been issued and transferred to theOptionee upon the exercise of the Option.

 

6.8           Nontransferability of Option. NoOption shall be transferable by an Optionee other than by will or the laws ofdescent and distribution or, in the case of non-Incentive Stock Options, and,during the lifetime of an Optionee, Options shall transferable, upon approvalby the Committee, in the event of the Optionee’s death or disability, and allsuch Options shall be exercisable only by the Optionee (or by such Optionee’sguardian or legal representative, should one be appointed, or by the transfereein the event of a transfer following the Optionee’s disability).

 

6.9           Termination of Employment orService. The Committee shall have the power to specify the effect upon anOptionee’s right to exercise an Option upon termination of such Optionee’semployment or service under various circumstances, which effect may includeimmediate or deferred termination of such Optionee’s rights under an Option,not to exceed 90 days. Subject to Section 6.2, unless a Stock OptionAgreement specifically provides otherwise, in the event the recipient of anOption  is terminated from his or heremployment or other service to the Company or its subsidiaries

 

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for Cause, Options,whether vested or unvested, granted to such person shall terminate immediatelyand shall not thereafter be exercisable.

 

6.10         Employment Rights. Nothing inthe Plan or in any Stock Option Agreement shall confer on any person any rightto continue in the employ of the Company or any of its Subsidiaries, or shallinterfere in any way with the right of the Company or any of its Subsidiariesto terminate such person’s employment at any time.

 

6.11         Certain Successor Options. Tothe extent not inconsistent with the terms, limitations and conditions of Code Section 422and any regulations promulgated with respect thereto, an Option issued inrespect of an option held by an employee to acquire stock of any entityacquired, by merger or otherwise, by the Company (or any Subsidiary of theCompany) may contain terms that differ from those stated in this Article VI,but solely to the extent necessary to preserve for any such employee the rightsand benefits contained in such predecessor option, or to satisfy therequirements of Code Section 424(a).

 

6.12         Forfeiture by Order of RegulatoryAgency. If the Company’s or any of its financial institution Subsidiaries’capital falls below the minimum requirements contained in 12 CFR 3 or below ahigher requirement as determined by the Company’s or such Subsidiary’s primarybank regulatory agency, such agency may direct the Company to require Optioneesto exercise or forfeit some or all of their Options. All options granted underthis Plan are subject to the terms of any such directive.

 

6.13         Effect of a Corporate Transaction.All Options, to the extent outstanding at the time of a Corporate Transactionbut not otherwise fully exercisable, shall automatically accelerate so that theOptions shall, immediately prior to the effective date of the CorporateTransaction, become exercisable for all shares at the time subject to such Optionsand may be exercised for any or all of those shares as fully vested shares ofStock.

 

**ARTICLEVII**

**STOCKCERTIFICATES**

 

The Company shall not berequired to issue or deliver any certificate for shares of Stock purchased uponthe exercise of any Option granted hereunder or any portion thereof prior tofulfillment of all of the following conditions:

 

(a)           The admission of such shares tolisting on all stock exchanges on which the Stock is then listed;

 

(b)           The completion of any registration orother qualification of such shares which the Committee shall deem necessary oradvisable under any federal or state law or under the rulings or regulations ofthe Securities and Exchange Commission or any other governmental regulatorybody;

 

(c)           The obtaining of any approval orother clearance from any federal or state governmental agency or body which theCommittee shall determine to be necessary or advisable; and

 

(d)           The lapse of such reasonable periodof time following the exercise of the Option as the Board from time to time mayestablish for reasons of administrative convenience.

 

10

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Stock certificates issuedand delivered to Optionees shall bear such restrictive legends as the Companyshall deem necessary or advisable pursuant to applicable federal and statesecurities laws. The inability of the Company to obtain approval from anyregulatory body having authority deemed by the Company to be necessary to thelawful issuance and sale of any Stock pursuant to Options shall relieve theCompany of any liability with respect to the non-issuance or sale of the Stockas to which such approval shall not have been obtained. However, the Companyshall use its best efforts to obtain all such approvals.

 

**ARTICLEVIII**

**TERMINATIONAND AMENDMENT**

 

8.1           Termination and Amendment. TheBoard may at any time terminate the Plan; provided, however, that the Board(unless its actions are approved or ratified by the shareholders of the Companywithin twelve months of the date that the Board amends the Plan) may not amendthe Plan to:

 

(a)   Increase the total number of shares of Stockissuable pursuant to Incentive Stock Options under the Plan, except ascontemplated in Section 5.2 hereof; or

 

(b)   Change the class of employees eligible toreceive Incentive Stock Options that may participate in the Plan.

 

8.2           Effect on Optionee’s Rights. Notermination, amendment, or modification of the Plan shall affect adversely aOptionee’s rights under a Stock Option Agreement without the consent of theOptionee or his legal representative.

 

**ARTICLEIX**

**RELATIONSHIPTO OTHER COMPENSATION PLANS**

** **

The adoption of the Planshall not affect any other stock option, incentive, or other compensation plansin effect for the Company or any of its Subsidiaries; nor shall the adoption ofthe Plan preclude the Company or any of its Subsidiaries from establishing anyother form of incentive or other compensation plan for employees or Directorsof the Company or any of its Subsidiaries.

 

**ARTICLE X**

**MISCELLANEOUS**

 

10.1         Replacement or Amended Grants. Atthe sole discretion of the Committee, and subject to the terms of the Plan, theCommittee may modify outstanding Options or accept the surrender of outstandingOptions and grant new Options in substitution for them. However no modificationof an Option shall adversely affect a Optionee’s rights under a Stock OptionAgreement without the consent of the Optionee or his legal representative.

 

10.2         Forfeiture for Competition. If aOptionee provides services to a competitor of the Company or any of itsSubsidiaries, whether as an employee, officer, director, independentcontractor, consultant, agent, or otherwise, such services being of a naturethat can reasonably be expected to involve the skills and experience used ordeveloped by the Optionee while an Employee, then that

 

11

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Optionee’s rights underany Options outstanding hereunder shall be forfeited and terminated subject ineach case to a determination to the contrary by the Committee.

 

10.3         Leave of Absence. Unlessprovided otherwise in a particular Stock Option Agreement, the followingprovisions shall apply upon an Optionee’s commencement of an authorized leaveof absence:

 

(a)           The exercise schedule in effect forsuch Option shall be frozen as of the first day of the authorized leave, andthe Option shall not become exercisable for any additional installments ofshares of Stock during the period Optionee remains on such leave.

 

(b)           Should the Optionee resume activeEmployee status within 60 days after the start date of the authorized leave,Optionee shall, for purposes of the applicable exercise schedule, receiveservice credit for the entire period of such leave. If the Optionee does notresume active Employee status within such 60-day period, then no service creditshall be given for the entire period of such leave.

 

(c)           If the Option is an Incentive StockOption, then the following additional provision shall apply:

 

If theleave of absence continues for more than three months, then the Option shallautomatically convert to a Non-Incentive Stock Option under the Federal taxlaws upon the expiration of such three-month period, unless the Optionee’sreemployment rights are guaranteed by statute or written agreement. Followingany such conversion of the Option, all subsequent exercises of the Option,whether effected before or after Optionee’s return to active Employee status,shall result in an immediate taxable event, and the Company shall be requiredto collect from Optionee the Federal, state and local income and employmentwithholding taxes applicable to such exercise.

 

(d)           In no event shall the Option becomeexercisable for any additional shares or otherwise remain outstanding ifOptionee does not resume Employee status prior to the Expiration Date of theoption term.

 

10.4         Plan Binding on Successors. ThePlan shall be binding upon the successors and assigns of the Company.

 

10.5         Headings, etc., No Part of Plan.Headings of Articles and Sections hereof are inserted for convenience and reference;they do not constitute part of the Plan.

 

10.6         Section 16 Compliance. Withrespect to Section 16 Insiders, transactions under this Plan are intendedto comply with all applicable conditions of Rule 16b-3 or its successorsunder the Exchange Act. To the extent any provision of the Plan or action bythe Committee fails to so comply, it shall be deemed void to the extentpermitted by law and deemed advisable by the Committee. In addition, ifnecessary to comply with Rule 16b-3 with respect to any grant of an Optionhereunder, and in addition to any other vesting or holding period specifiedhereunder or in an applicable Stock Option Agreement, any Section 16Insider acquiring an Option shall be required to hold either the Option or theunderlying shares of Stock obtained upon exercise of the Option for a minimumof six months.

 

IN WITNESS WHEREOF, theCompany has caused this Plan to be executed as of

 

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                    ,2007, in accordance with the authority provided by the Board of Directors.

 

 
|   | Congaree  Bancshares, Inc.             |
|--------|---------------------------------------------|
|   |                                        |
|   | By:                                         |   |
|   | Name:  Franklin  H. Ray, Jr. |
|   | Title:    Chief Executive Officer |

 

13

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Exhibit A

 

TO THE

CONGAREE BANCSHARES, INC.

2007 Stock Incentive PLAN

 

**NOTICE OF EXERCISE**

 

Theundersigned hereby notifies Congaree Bancshares, Inc. (the “Company”)of this election to exercise the undersigned’s stock option to purchase                  shares of the Company’s common stock, no par value (the “Common Stock”),pursuant to the Stock Option Agreement (the “Agreement”) between theundersigned and the Company dated                             ,20                       .Accompanying this Notice is (1) a certified or a cashier’s check in theamount of $        payable to theCompany, and/or (2)                               shares of the Company’s Common Stock presently owned by the undersigned andduly endorsed or accompanied by stock transfer powers, having an aggregate FairMarket Value (as defined in the Congaree Bancshares, Inc. 2007 StockIncentive Plan) as of the date hereof of$                                    ,such amounts being equal, in the aggregate, to the purchase price per share setforth in Section 3 of the Agreement multiplied by the number of sharesbeing purchased hereby (in each instance subject to appropriate adjustmentpursuant to Section 5.2 of the Agreement).

 

INWITNESS WHEREOF, the undersigned has set his hand and seal, this     dayof         , 20                  .

 

 
|   | OPTIONEE  [OR OPTIONEE’S ADMINISTRATOR, |
|--------|----------------------------------------------|
|   | EXECUTOR  OR PERSONAL REPRESENTATIVE]        |
|   |                                         |
|   |                                         |
|   | Name:                                        |   |
|   | Position  (if other than Optionee):          |   |
|        |                                              |  |  |

 

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** **

EXHIBIT B

to

CONGAREEBANCSHARES, INC.

2007 STOCKINCENTIVE PLAN

###### **Form ofEmployee Stock Option Agreement Certificate**

######  

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CongareeBancshares, Inc.

 

### **STOCK OPTION CERTIFICATE**

###  

[Insert Name]

 

**CongareeBancshares, Inc.**, a South Carolina corporation (the “Company”),hereby grants to the optionee named above (the “Optionee”) an option (this “Option”)to purchase the total number of shares shown below of Common Stock of theCompany (the “Shares”) at the exercise price per share set forth below (the “ExercisePrice”), subject to all of the terms and conditions on the reverse side of thisStock Option Certificate and in the Company’s 2007 Stock Incentive Plan (the “Plan”),which are incorporated herein by reference. Capitalized terms used but notdefined herein shall have the meanings ascribed to them in the Plan.

 

**Bysigning below, the Optionee acknowledges:**

 

1. Receipt of theProspectus; and

 

2. Receipt of a copy of the Plan, representsthat he or she has read and understands the terms and provisions of the Plan, andaccepts this Option subject to all the terms and conditions of the Plan andthis Stock Option Certificate.

 

3. Receipt of or accessto the Form 10-K on the company’s web site, at www.companyname  under (name location of where can be found,access to the Company’s web site; and consent to receiving a copy of theForm 10-K electronically.

 

4.That there may be adverse tax consequences upon exercise of this Option ordisposition of the Shares and that he or she should consult a tax adviser priorto such exercise or disposition.

 
| Signature:     |               |   |
|----------------|--------------------|--------|
|           |               |
| Optionee Name: | (NAME OF EMPLOYEE) |   |
|           |               |
| Address:       |               |   |
|                |                    |        |  |

 

This Option (Check One) xis o is not an Incentive Stock Option

 

No. of SharesSubject to Option:   (NO OF SHARES)

 

Exercise Price Per Share:   $   (DOLLAR AMT)

 

ExpirationDate:   FILL IN DATE

 

Date ofGrant:   FILL IN DATE

 

# **Shares subject to issuance under this Option shall beeligible for exercise according to the following vesting schedule, subject tothe conditions set forth on the reverse side of this Stock Option Certificate:**

# ** **

# **Vesting Schedule**

# ** **

| **Date**         | ** ** | **No. of Shares** |
|------------------|------------|------------------------|
|             |       |                   |
| Month, Day, Year |       | —                 |
| Month, Day, Year |       | —                 |
| Month, Day, Year |       | —                 |
| Month, Day, Year |       | —                 |

 

In Witness Whereof, thisStock Option Certificate has been executed by the Company by a duly authorizedofficer as of the date of grant.

 

**(Name ofCompany)**

 

 
| By:                              |   |   |
|----------------------------------|--------|--------|
|                             |   |
|                             |   |
| Name:                            |   |   |
|                             |   |
|  Franklin  H. Ray, Jr. |   |
|                                  |        |        |  |

 

Title: Chief ExecutiveOfficer and President

 

PLEASE RETURN ONE SIGNEDCOPY OF THIS AGREEMENT TO:

 

(Nameof Company), Corporate Secretary’s Office, (Street), City, State, ZipCode

## *** ***

----

 

## ***This is not a stock certificate or a negotiable instrument.***

## *** ***

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1. Exercise Terms.The Optionee must exercise the Option for at least the lesser of 100 shares orthe number of shares of Purchasable Stock as to which the Option remainsunexercised. If this Option is not exercised with respect to all or any part ofthe shares subject to this Option prior to its expiration, the shares withrespect to which this Option was not exercised shall no longer be subject tothis Option.

 

2. Restrictions onTransferability. No Option shall be transferable by an Optionee other thanby will or the laws of descent and distribution or pursuant to a QualifiedDomestic Relations Order. During the lifetime of an Optionee, Options shall beexercisable only by such Optionee (or by such Optionee’s guardian or legalrepresentative, should one be appointed). The shares purchased pursuant to theexercise of an Incentive Stock Option shall not be transferred by the Optioneeexcept pursuant to the Optionee’s will, or the laws of descent anddistribution, until such date which is the later of two years after the grantof such Incentive Stock Option or one year after the transfer of the shares tothe Optionee pursuant to the exercise of such Incentive Stock Option.

 

3. Termination ofEmployment. (a)  In the event of the termination of the Optionee’semployment with the Company or any of its Subsidiaries, other than atermination that is either (i) for cause, (ii) voluntary on the partof the Optionee and without written consent of the Company, or (iii) forreasons of death or disability or retirement, the Optionee may exercise thisOption at any time within three months after such termination to the extent ofthe number of shares which were Purchasable hereunder at the date of suchtermination. At the end of this three month period, this Option, to the extentnot previously exercised, shall terminate immediately and shall not thereafterbe or become exercisable.

 

(b)  In the event ofa termination of the Optionee’s employment that is either (i) for cause or(ii) voluntary on the part of the Optionee and without the written consentof the Company, this Option, to the extent not previously exercised, shallterminate immediately and shall not thereafter be or become exercisable.

 

(c)  In the event oftermination of employment because of the Optionee’s Permanent and TotalDisability, the Optionee (or his or her personal representative) may exercisethis Option within a period ending on the earlier of (i) the last day ofthe one year period following the Optionee’s Permanent and Total Disability or (ii) theexpiration date of this Option, to the extent of the number of shares whichwere Purchasable hereunder at the date of such termination.

 

(d)  Subject to Section 5below, in the event of the retirement of the Optionee after a minimum of fiveyears of employment or the age of 55 (whichever occurs first), the Optioneeshall continue to have the right to exercise any options for shares which werePurchasable at the date of the Optionee’s retirement if within 10 daysfollowing the date of retirement the Optionee enters into a non-competeagreement in the form specified by the Company (or, if the Optionee has anexisting agreement with the Company containing a non-compete provision, if theOptionee acknowledges and confirms the continuing effectiveness of suchagreement) and the Optionee continues to comply with such non-compete agreement.The Optionee acknowledges that any incentive stock options may becomenonqualified stock options upon the extension of the term as described in thisSection.

 

(e)  In the event ofthe Optionee’s death while employed by the Company or any of its Subsidiariesor within three months after a termination of such employment (if suchtermination was neither (i) for cause nor (ii) voluntary on the partof the Optionee and without the written consent of the Company), theappropriate persons described in Section 4 hereof or persons to whom allor a portion of this Option is transferred in accordance with Section 2hereof may exercise this Option at any time within a period ending on theearlier of (a) the last day of the one year period following the Optionee’sdeath or (b) the expiration date of this Option. If the Optionee was anemployee of the Company at the time of death, this Option may be so exercisedto the extent of the number of shares that were Purchasable hereunder at thedate of death. If the Optionee’s employment terminated prior to his or herdeath, this Option may be exercised only to the extent of the number of sharescovered by this Option which were Purchasable hereunder at the date of suchtermination.

 

4. Notice of Exercise. This Option may beexercised by the Optionee, by a written notice signed by the Optionee anddelivered or mailed to the Company as specified in this Agreement to theattention of the President or such other officer as the Company may designate. Anysuch notice shall (a) specify the number of shares of Stock which theOptionee then elects to purchase hereunder, (b) contain such informationas may be reasonably required by the Company pursuant to this Agreement, and (c) beaccompanied by (i) a certified or cashier’s check payable to the Companyin payment of the total Exercise Price applicable to such shares as provided herein,(ii) shares of stock owned by the Optionee and duly endorsed oraccompanied by stock transfer powers having a Fair Market Value equal to thetotal Exercise Price applicable to such shares purchased hereunder, or (iii) acertified or cashier’s check accompanied by the number of shares of stock whereFair Market Value when added to the amount of the check equal the totalExercise Price applicable to such shares purchased hereunder. Upon receipt ofany such notice and accompanying payment, and subject to the terms hereof, theCompany agrees to issue to the Optionee stock certificates for the number ofshares specified in such notice registered in the name of the person exercisingthis Option. In the event of the Optionee’s death or Permanent and Total Disability,the Option may be exercised as described above by, and the Option shall begranted in the name of, the Optionee’s administrators, executors or personalrepresentatives.

 

5. Forfeiture. (a) The forfeitureprovisions described Section 5(b) below will be triggered (i) ifthe Optionee breaches any noncompetition, nonsoliciation, or similar provisionof an agreement then in effect between the Optionee and the Company or any ofits subsidiaries or (ii) if the Optionee is not then subject to any suchagreement, then if at any time within the later of (x) one year aftertermination of the Optionee’s employment or (y) one year after theOptionee’s exercise of any portion of this Option, the Optionee engages in anyof the Forfeiture Activities. “Forfeiture Activity” for purposes of clause (ii) aboveshall include (A) the provision of services to a competitor of the Companyor any of its subsidiaries within any county that the Company has an office oroperates a branch, whether as an employee, officer, director, independentcontractor, consultant, agent, or otherwise, such services being of a naturethat can reasonably be expected to involve the skills and experience used ordeveloped by the Optionee while an Employee; (B) any activity whichconstitutes a violation of any confidentiality or similar provision of anyagreement between the Company and the Optionee or violation by the Optionee ofany Company policies pertaining to such matters; or (c) any activity whichis inimical, contrary, or harmful to the interests of the Company (includingconduct related to the Optionee’s employment for which either criminal or civilpenalties against the Optionee may be sought or violation of the Company’spolicies, including the Company’s insider trading policy).

 

(b)  If the forfeiture provisions are triggeredpursuant to Section 5(a) above, then (i) this Option shallterminate effective the date on which the Optionee breaches the agreement orengages in the Forfeiture Activity, unless terminating sooner by operation ofanother term or condition of this Option or the Plan, and (ii) any OptionGain realized by the Optionee from exercising all or a portion of this Optionwithin the preceding year shall be paid by the Optionee to the Company. “OptionGain” shall mean the gain represented by the mean market price on the date ofexercise over the Exercise Price, multiplied by the number of shares purchasedthrough exercise of the Option, without regard to any subsequent market pricedecrease or increase, but net of any taxes actually paid on the gain.

 

(c)  By acceptingthis Agreement, the Optionee consents to a deduction from any amounts theCompany owes the Optionee from time to time (including amounts owed as wages orother compensation, fringe benefits, or vacation pay),to the extent of the amounts the Optionee owes the Company under this Section. Whetheror not the Company elects to make any set-off in whole or in part, if theCompany does not recover by means of set-off the full amount owed by theOptionee to the Company, calculated as set forth above, the Optionee shall payimmediately the unpaid balance to the Company. The Optionee hereby appoints theCompany as its attorney-in-fact to execute any documents or do any actsnecessary to exercise its rights under this Section.

 

(d)  The Optioneemay be released from its obligations under this Section only if the Board of  Directors (or itsduly appointed agent) determines in its sole discretion that such action is inthe best interests of the Company.

 

6. Vesting andExercise of Shares. This Option shall vest and become exercisable inaccordance with the vesting schedule set forth on the front of this StockOption Certificate if the Option has not been terminated prior to such datepursuant to Section 3. However, the Option shall not continue to vestduring the limited period of exercisability following the Optionee’stermination of employment provided for in Section 3 above. During suchperiod, the Option may only be exercised with respect to the number of sharesfor which it was exercisable at the time of such termination of employment. Aftervesting, the Option may be exercised with respect to the vested shares at anytime until the Expiration Date if the Option has not been terminated prior tosuch date pursuant to Section 3.

 

7. Compliance withRegulatory Matters. The Optionee acknowledges that the issuance of capitalstock of the Company is subject to limitations imposed by federal and state lawand the Optionee hereby agrees that the Company shall not be obligated to issueany shares of Stock upon exercise of this Option that would cause the Companyto violate any law or any rule, regulation, order or consent decree of anyregulatory authority (including without limitation the Securities and ExchangeCommission) having jurisdiction over the affairs of the Company. Regulators ofthe Company or any of its Subsidiaries may direct the Company to require theOptionee to exercise or forfeit some of all of this Option if the Company’s orany of its Subsidiaries’ capital falls below minimum regulatory requirements. TheOptionee agrees that he or she will provide the Company with such informationas is reasonably requested by the Company or its counsel to determine whetherthe issuance of stock complies with the provisions described by this Section.

 

8. Miscellaneous.(a) The number of Shares subject to this Option, the Exercise Price, andother matters are subject to adjustment during the term of this Option inaccordance with Section 5.2 of the Stock Incentive Plan.

 

(b)  This agreementshall be binding upon the parties hereto and their representatives, successorsand assigns.

 

(c)  This Agreementis executed and delivered in, and shall be governed by the laws of, the Stateof South Carolina.

 

(d)  Any requests ornotices to be given hereunder shall be deemed given, and any elections orexercises to be made or accomplished shall be deemed made or accomplished, uponactual delivery thereof to the designated recipient, or three days afterdeposit thereof in the United States mail, registered, return receipt requestedand postage prepaid, addressed, if to the Optionee, at the address set forth onthe reverse side of this Stock Option Certificate and, if to the Company, tothe address of its then current executive offices.

 

(e)  This Agreement may not be modified except inwriting executed by each of the parties hereto.

 

(f)  This Optiondoes not confer upon the Optionee any right with respect to continuance ofemployment by the Company or by any of its Subsidiaries. This Option shall notbe affected by any change of employment so long as the Optionee continues to bean employee of the Company or one of its Subsidiaries

 

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