**Exhibit 10.5**

 

**CongareeBancshares, Inc. 2007 Stock Incentive Plan**

 

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**CONGAREEBANCSHARES, INC.**

**2007STOCK INCENTIVE PLAN**

 

**TABLEOF CONTENTS**

 
| **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**

 

**ARTICLEI**

**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 the recipient’sbecoming unbondable under the Company’s or the subsidiary’s fidelity bond; (ii) thewillful engaging by the recipient in misconduct which is deemed by theCommittee, in good faith, to be materially injurious to the Company or anysubsidiary, monetarily or otherwise, including, but not limited, improperlydisclosing trade secrets or other confidential or sensitive businessinformation and data about the Company or any subsidiaries and competing withthe Company or its subsidiaries, or soliciting employees, consultants orcustomers of the Company in violation of law or any employment or otheragreement to which the recipient is a party; or (iii) the willful andcontinued failure or habitual neglect by the recipient to perform his or herduties with the Company or the subsidiary substantially in accordance with theoperating and personnel policies and procedures of the Company or thesubsidiary generally applicable to all their employees.  For purposes ofthis Plan, no act or failure to act by the recipient shall be deemed be “willful”unless done or omitted to be done by recipient not in good faith and withoutreasonable belief that the recipient’s action or omission was in the bestinterest of the Company and/or the 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 by the Committee.

 

“Code” shall meanthe United States Internal Revenue Code of 1986, including effective date andtransition rules (whether or not codified).  Any reference herein toa specific section of the Code shall be deemed to include a reference to anycorresponding provision of 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.  In selecting the Committee, theBoard 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 Board shall not have appointed acommittee as described above, any reference herein to the Committee shall meanthe Board.

 

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

 

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

 

(i)           theindividuals who are members of the Board of Directors of the Company (the “IncumbentBoard”) cease for any reason to constitute at least 50% of the Board ofDirectors of the Company;  provided,  however , that if the election,or nomination for election by the Company’s shareholders, of any new directorwas approved in advance by a vote of at least 50% of the Incumbent Board, suchnew director shall, for purposes of the Plan, be considered as a member of theIncumbent Board;  provided ,  further , that no individual shall beconsidered a member of the Incumbent Board if such individual initially assumedoffice as a result of either an actual or threatened election contest, or otheractual or threatened solicitation of proxies or consents by or on behalf of anyperson other than the Board of Directors of the Company, including by reason ofany agreement intended to avoid or settle any election contest or proxycontest.

 

(ii)          anacquisition (other than directly from the Company) of any voting securities ofthe Company (the “Voting Securities”) by any “Person” (as the term “person” isused for purposes of Section 13(d) or 14(d) of the Exchange Act)immediately after which such Person has “Beneficial Ownership” (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or moreof the combined voting power of the Company’s then outstanding VotingSecurities;  provided ,  however , that in determining whether aCorporate Transaction has occurred, Voting Securities which are acquired in aNon-Control Transaction shall not constitute a Corporate Transaction under thePlan.

 

(iii)         consummationof:  (i) a merger, consolidation, or reorganization involving theCompany; (ii) a complete liquidation or dissolution of the Company; or (iii) thesale or other disposition of all or substantially all of the assets of the Companyto any Person (other than a transfer to a Subsidiary).

 

(iv)         anotice of an application is filed with the South Carolina Board of FinancialInstitutions or the Federal Reserve Board or any other bank or thriftregulatory approval (or notice of no disapproval) is granted by the FederalReserve, South Carolina Board of Financial Institutions, the OCC, the FederalDeposit Insurance Corporation, or any other regulatory authority for permissionto acquire control of the Company or any of its banking subsidiaries; providedthat if the application is filed in connection with a transaction which hasbeen approved by the Board, then the Corporate Transaction shall not be deemedto occur until consummation of the transaction.

 

“Non-ControlTransaction” shall mean a transaction described below:

 

(i)           theshareholders of the Company, immediately before such merger, consolidation orreorganization, own, directly or indirectly, immediately following such merger,consolidation or reorganization, at least 50% of the combined voting power ofthe outstanding voting securities of the corporation resulting from suchmerger, consolidation or reorganization (the “Surviving Corporation”) insubstantially the same proportion as their ownership of the Voting Securitiesimmediately before such merger, consolidation or reorganization; and

 

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(ii)           immediatelyfollowing such merger, consolidation or reorganization, the number of directorson the board of directors of the Surviving Corporation who were members of theIncumbent Board shall at least equal the number of directors who wereaffiliated with or appointed by the other party to the merger, consolidation orreorganization.

 

“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 aspecific section of the Exchange Act shall be deemed to include a reference toany 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 the Company or a Subsidiary) in anunbroken chain of corporations ending with the Company if, at the time of thegrant (or modification) of the Option, each of the corporations other than theCompany or a Subsidiary owns stock possessing 50% or more of the total combinedvoting power of the classes of stock in one of the other corporations in suchchain.

 

“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 the Committee ingranting 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**

**THEPLAN**

 

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

 

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2.2          Purpose. The purpose of the Plan is to advance the interests of theCompany, its Subsidiaries, and its shareholders by affording Employees andDirectors of the Company and its subsidiaries an opportunity to acquire orincrease their proprietary interests in the Company.  The objective of theissuance of the Options is to promote the growth and profitability of theCompany and its Subsidiaries because the Optionees will be provided with anadditional incentive to achieve the Company’s objectives through participationin its success and growth and by encouraging their continued association withor 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 any amendment to the Plan, shareholderapproval is required by the Code for Incentive Stock Options and suchshareholder approval has not been obtained (or is not obtained within 12 monthsthereof), any Incentive Stock Options issued under the Plan shall automaticallybecome options which do not qualify as Incentive Stock Options.

 

**ARTICLEIII**

**PARTICIPANTS**

 

The class of persons eligibleto participate in the Plan shall consist of all Directors and Employees of theCompany or any Subsidiary.

 

**ARTICLEIV**

**ADMINISTRATION**

 

4.1          Duties and Powers of the Committee.  The Plan shall be administered bythe Committee.  The Committee shall select one of its members as itsChairman and shall hold its meetings at such times and places as it maydetermine.  The Committee shall keep minutes of its meetings and shallmake such rules and regulations for the conduct of its business as it may deemnecessary.  The Committee shall have the power to act by unanimous writtenconsent in lieu of a meeting, and to meet telephonically.  Inadministering the Plan, the Committee’s actions and determinations shall bebinding on all interested parties.  The Committee shall have the power togrant Options in accordance with the provisions of the Plan and may grantOptions singly, in combination, or in tandem.  Subject to the provisionsof the Plan, the Committee shall have the discretion and authority to determinethose individuals to whom Options will be granted, the number of shares ofStock subject to each Option, such other matters as are specified herein, andany other terms and conditions of a Stock Option Agreement.  The Committeeshall also have the discretion and authority to waive any provision of the Planor to delegate to any Officer its power to grant Options under the Plan toEmployees, but not to Employees who are Officers or Directors.

 

4.2          Interpretation; Rules.  Subject to the express provisions of the Plan,the Committee also shall have complete authority to interpret the Plan, toprescribe, amend, and rescind rules and regulations relating to it, todetermine the details and provisions of each Stock Option Agreement, and tomake all other determinations necessary or advisable for the administration ofthe Plan, including, without limitation, the amending or altering of the Planand any Options granted hereunder as may be required to comply with or toconform to any federal, state, or local laws or regulations.  If an optiongranted under the Plan is intended to be an Incentive Stock Option but does notqualify as an Incentive Stock Option for any reason, then the option grantedshall remain valid but shall be a non-Incentive Stock Option.

 

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4.3          No Liability.  Neither any member of the Board nor any member of theCommittee shall be liable to any person for any act or determination made ingood faith with respect to the Plan or any Option granted hereunder.

 

4.4          Majority Rule.  A majority of the members of the Committee shallconstitute a quorum, and any action taken by a majority at a meeting at which aquorum is present, or any action taken without a meeting evidenced by a writingexecuted by all the members of the Committee, shall constitute the action ofthe 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 Companyshall furnish the Committee with such clerical and other assistance as isnecessary in the performance of its duties.

 

**ARTICLEV**

**SHARESOF STOCK SUBJECT TO PLAN**

 

5.1          Limitations.  The maximum number of shares that may be issuedhereunder shall initially be 317,599 and thereafter shall automatically beincreased each time the Company issues additional shares of Stock so that thetotal number of shares issuable hereunder shall at all times equal 18% of thethen outstanding shares of Stock, unless in any case the Board of Directorsadopts a resolution providing that the number of shares issuable under thisPlan shall not be so increased.  Notwithstanding the above, the totalnumber of shares of Stock issuable pursuant to Incentive Stock Options may notbe increased to more than 317,599 (other than pursuant to antidilutionadjustments) without shareholder approval.  In addition, the number ofshares that may be issued hereunder shall be subject to any antidilutionadjustment pursuant to the provisions of Section 5.2 hereof.  Any orall shares of Stock subject to the Plan may be issued in any combination ofIncentive Stock Options or non-Incentive Stock Options.  Shares subject toan Option may be either authorized and unissued shares or shares issued andlater acquired by the Company.  The shares covered by any unexercisedportion of an Option that has terminated for any reason (except as set forth inthe following paragraph) may again be optioned under the Plan, and such sharesshall not be considered as having been optioned or issued in computing thenumber of shares of Stock remaining available for option hereunder.

 

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 changed into or exchanged for adifferent number or kind of shares or other securities of the Company by reasonof merger,

 

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consolidation,reorganization, recapitalization, reclassification, combination or exchange ofshares, or stock split or stock dividend, (y) any spin-off, spin-out orother distribution of assets materially affects the price of the Company’sstock, or (z) there is any assumption and conversion to the Plan by theCompany of an acquired company’s outstanding option grants, then:

 

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

 

(ii) the rights of Optionees (concerning the number of shares subject to Options andthe Exercise Price) under outstanding Options shall be adjusted proportionatelyby the Committee.

 

(b)          If the Company shall be a party to any reorganization in which it does notsurvive, involving merger, consolidation, or acquisition of the stock orsubstantially all the assets of the Company, the Committee, in its solediscretion, may (but is not required to), notify all Optionees that all Optionsgranted under the Plan shall be assumed by the successor corporation orsubstituted on an equitable basis with options issued by such successorcorporation.

 

(c)          If the Company is to be liquidated or dissolved in connection with areorganization described in Section 5.2(b), the provisions of such Section shallapply.  In all other instances, the adoption of a plan of dissolution or liquidationof the Company shall, notwithstanding other provisions hereof, cause everyOption outstanding under the Plan to terminate to the extent not exercisedprior to the adoption of the plan of dissolution or liquidation by theshareholders.

 

(d)          The adjustments described in paragraphs (a) through (c) of this Section 5.2,and the manner of their application, shall be determined solely by theCommittee, and any such adjustment may provide for the elimination offractional share interests; provided, however, that any adjustment made by theBoard or the Committee shall be made in a manner that will not cause anIncentive Stock Option to be other than an Incentive Stock Option underapplicable statutory and regulatory provisions.  The adjustments requiredunder this Article V shall apply to any successors of the Company andshall be made regardless of the number or type of successive events requiringsuch adjustments.

 

**ARTICLEVI**

**OPTIONS**

 

6.1          Types of Options Granted.  The Committee may, under this Plan, granteither Incentive Stock Options or Options which do not qualify as IncentiveStock Options.  Within the limitations provided in this Plan, both typesof Options may be granted to the same person at the same time, or at differenttimes, under different terms and conditions, as long as the terms andconditions of each Option are consistent with the provisions of the Plan. Without limitation of the foregoing, Options may be granted subject toconditions based on the financial performance of the Company or any otherfactor the Committee deems relevant.

 

6.2          Option Grant and Agreement.  Each Option granted hereunder shall beevidenced by minutes of a meeting or the written consent of the Committee andby a written Stock Option Agreement executed by the Company and theOptionee.  The terms of the Option, including the Option’s duration, timeor times of exercise, exercise price, whether the Option is intended to be anIncentive Stock

 

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Option shall be stated inthe Stock Option Agreement.  In structuring the terms of each Option, theCommittee shall follow the guidelines set forth in the FDIC statement of policyrelating to applications for deposit insurance, including that the terms shouldencourage each Optionee to remain involved in the Company and/or itsSubsidiaries, such as by having a vesting period of equal percentages each yearover the initial three years following the grant of the Option and arequirement that the Option be exercised or expire no later than 90 days aftertermination as an active officer or employee.  No Incentive Stock Optionmay be granted more than ten years after the earlier to occur of the effectivedate of the Plan or the date the Plan is approved by the Company’sshareholders.  Separate stock option agreements may be used for Optionsintended to be Incentive Stock Options and those not so intended, but anyfailure 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 of the Company or any of its Subsidiaries (as the term “employee”is defined by the Code); or

 

(b)          ownsor is considered to own stock possessing at least 10% of the total combinedvoting power of all classes of stock of the Company or any of its Parent orSubsidiary corporations; provided, however, that this limitation shall notapply if at the time an Incentive Stock Option is granted the Exercise Price isat least 110% of the Fair Market Value of the Stock subject to such Option andsuch Option by its terms would not be exercisable after five years from thedate on which the Option is granted.  For the purpose of this subsection(b), only common stock of the Company owned by the Optionee at the time ofgrant will be considered in the 10% owner calculation.  A person shall beconsidered to own: (i) the stock owned, directly or indirectly, by or forhis or her brothers and sisters (whether by whole or half blood), spouse,ancestors and lineal descendants and (ii) the stock owned, directly orindirectly, by or for a corporation, partnership, estate, or trust inproportion to such person’s stock interest, partnership interest or beneficialinterest 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 extent that the aggregate Fair Market Value ofthe stock subject to the Incentive Stock Options does in fact exceed the$100,000 limitation described in this Section 6.4, the excess shall betreated as an Option not qualifying as an Incentive Stock Option, with thedetermination to be made in the order the Options are granted.

 

6.5          Exercise Price.  The Exercise Price of the Stock subject to eachOption shall be determined by the Committee.  Subject to the provisions ofSection 6.3(b) hereof, the Exercise Price of an Option shall not beless than the Fair Market Value of the Stock as of the date the Option isgranted (or in the case of an Incentive Stock Option that is subsequentlymodified, on the date of such modification).

 

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6.6          Exercise Period. The period for the exercise of each Option grantedhereunder shall be determined by the Committee, but the Stock Option Agreementwith respect to each Option shall provide that such Option shall not beexercisable after ten years from the date of grant of the Option.

 

6.7          Option Exercise.

 

(a)          Unless otherwise provided in the Stock Option Agreement or Section 6.6hereof, an Option may be exercised at any time or from time to time during theterm of the Option as to any or all full shares which have become Purchasableunder the provisions of the Option, but not at any time as to less than 100shares unless the remaining shares that have become so Purchasable are lessthan 100 shares. The Committee shall have the authority to prescribe in anyStock Option Agreement that the Option may be exercised only in accordance witha vesting schedule during the term of the Option.

 

(b)          An Option shall be exercised by (i) delivery to the Company at itsprincipal office a written notice of exercise with respect to a specifiednumber of shares of Stock and (ii) payment to the Company at that officeof the full amount of the Exercise Price for such number of shares inaccordance with Section 6.7(c). If requested by an Optionee, an Option maybe exercised with the involvement of a stockbroker in accordance with thefederal 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 in full in cash upon the exercise of theOption and the Company shall not be required to deliver certificates for theshares purchased until such payment has been made.

 

(d)          In addition to and at the time of payment of the Exercise Price, the Optioneeshall pay to the Company in cash the full amount of any federal, state, andlocal income, employment, or other withholding taxes applicable to the taxableincome of such Optionee resulting from such exercise.

 

(e)          The holder of an Option shall not have any of the rights of a shareholder withrespect to the shares of Stock subject to the Option until such shares havebeen issued and transferred to the Optionee upon the exercise of the Option.

 

6.8          Nontransferability of Option. No Option shall be transferable by anOptionee other than by will or the laws of descent and distribution or, in thecase of non-Incentive Stock Options, and, during the lifetime of an Optionee,Options shall transferable, upon approval by the Committee, in the event of theOptionee’s death or disability, and all such Options shall be exercisable onlyby the Optionee (or by such Optionee’s guardian or legal representative, shouldone be appointed, or by the transferee in the event of a transfer following theOptionee’s disability).

 

6.9          Termination of Employment or Service. The Committee shall have the power tospecify the effect upon an Optionee’s right to exercise an Option upontermination of such Optionee’s employment or service under various circumstances,which effect may include immediate or deferred termination of such Optionee’srights under an Option, not to exceed 90 days. Subject to Section 6.2,unless a Stock Option Agreement specifically provides otherwise, in the eventthe recipient of an Option  is terminated from his or her employment orother 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 in the Plan or in any Stock Option Agreementshall confer on any person any right to continue in the employ of the Companyor any of its Subsidiaries, or shall interfere in any way with the right of theCompany or any of its Subsidiaries to terminate such person’s employment at anytime.

 

6.11        Certain Successor Options. To the extent not inconsistent with the terms,limitations and conditions of Code Section 422 and any regulationspromulgated with respect thereto, an Option issued in respect of an option heldby an employee to acquire stock of any entity acquired, by merger or otherwise,by the Company (or any Subsidiary of the Company) may contain terms that differfrom those stated in this Article VI, but solely to the extent necessaryto preserve for any such employee the rights and benefits contained in suchpredecessor option, or to satisfy the requirements of Code Section 424(a).

 

6.12        Forfeiture by Order of Regulatory Agency. If the Company’s or any of itsfinancial institution Subsidiaries’ capital falls below the minimumrequirements contained in 12 CFR 3 or below a higher requirement as determinedby the Company’s or such Subsidiary’s primary bank regulatory agency, suchagency may direct the Company to require Optionees to exercise or forfeit someor all of their Options. All options granted under this Plan are subject to theterms of any such directive.

 

6.13        Effect of a Corporate Transaction. All Options, to the extent outstandingat the time of a Corporate Transaction but not otherwise fully exercisable,shall automatically accelerate so that the Options shall, immediately prior tothe effective date of the Corporate Transaction, become exercisable for allshares at the time subject to such Options and may be exercised for any or allof those shares as fully vested shares of Stock.

 

**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 to listing on all stock exchanges on which theStock is then listed;

 

(b)          The completion of any registration or other qualification of such shares whichthe Committee shall deem necessary or advisable under any federal or state lawor under the rulings or regulations of the Securities and Exchange Commissionor any other governmental regulatory body;

 

(c)          The obtaining of any approval or other clearance from any federal or stategovernmental agency or body which the Committee shall determine to be necessaryor advisable; and

 

(d)          The lapse of such reasonable period of time following the exercise of theOption as the Board from time to time may establish for reasons ofadministrative 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 Company shalluse its best efforts to obtain all such approvals.

 

**ARTICLEVIII**

**TERMINATIONAND AMENDMENT**

 

8.1          Termination and Amendment. The Board may at any time terminate the Plan;provided, however, that the Board (unless its actions are approved or ratifiedby the shareholders of the Company within twelve months of the date that theBoard amends the Plan) may not amend the Plan to:

 

(a)   Increasethe total number of shares of Stock issuable pursuant to Incentive StockOptions under the Plan, except as contemplated in Section 5.2 hereof; or

 

(b)   Changethe class of employees eligible to receive Incentive Stock Options that mayparticipate in the Plan.

 

8.2          Effect on Optionee’s Rights. No termination, amendment, or modification ofthe Plan shall affect adversely a Optionee’s rights under a Stock OptionAgreement without the consent of the Optionee 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.

 

**ARTICLEX**

**MISCELLANEOUS**

 

10.1        Replacement or Amended Grants. At the sole discretion of the Committee, andsubject to the terms of the Plan, the Committee may modify outstanding Optionsor accept the surrender of outstanding Options and grant new Options insubstitution for them. However no modification of an Option shall adverselyaffect a Optionee’s rights under a Stock Option Agreement without the consentof the Optionee or his legal representative.

 

10.2        Forfeiture for Competition. If a Optionee provides services to a competitorof the Company or any of its Subsidiaries, whether as an employee, officer,director, independent contractor, consultant, agent, or otherwise, such servicesbeing of a nature that can reasonably be expected to involve the skills andexperience used or developed 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. Unless provided otherwise in a particular Stock OptionAgreement, the following provisions shall apply upon an Optionee’s commencementof an authorized leave of absence:

 

(a)          The exercise schedule in effect for such Option shall be frozen as of the firstday of the authorized leave, and the Option shall not become exercisable forany additional installments of shares of Stock during the period Optioneeremains on such leave.

 

(b)          Should the Optionee resume active Employee status within 60 days after thestart date of the authorized leave, Optionee shall, for purposes of theapplicable exercise schedule, receive service credit for the entire period ofsuch leave. If the Optionee does not resume active Employee status within such60-day period, then no service credit shall be given for the entire period ofsuch leave.

 

(c)          If the Option is an Incentive Stock Option, then the following additionalprovision 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 become exercisable for any additional shares orotherwise remain outstanding if Optionee does not resume Employee status priorto the Expiration Date of the option term.

 

10.4        Plan Binding on Successors. The Plan shall be binding upon the successorsand assigns of the Company.

 

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

 

10.6        Section 16 Compliance. With respect to Section 16 Insiders,transactions under this Plan are intended to comply with all applicableconditions of Rule 16b-3 or its successors under the Exchange Act. To theextent any provision of the Plan or action by the Committee fails to so comply,it shall be deemed void to the extent permitted by law and deemed advisable bythe Committee. In addition, if necessary to comply with Rule 16b-3 withrespect to any grant of an Option hereunder, and in addition to any othervesting or holding period specified hereunder or in an applicable Stock OptionAgreement, any Section 16 Insider acquiring an Option shall be required tohold either the Option or the underlying shares of Stock obtained upon exerciseof the Option for a minimum of 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 |
|        |                                |  |  |

 

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Exhibit A

 

TO THE

CONGAREEBANCSHARES, INC.

2007 StockIncentive PLAN

 

**NOTICEOF EXERCISE**

 

The undersigned herebynotifies Congaree Bancshares, Inc. (the “Company”) of this electionto 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 Companydated                             ,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).

 

IN WITNESS WHEREOF, theundersigned 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.

 

**STOCKOPTION 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 ofthe Plan, represents that he or she has read and understands the terms andprovisions of the Plan, and accepts this Option subject to all the terms andconditions of the Plan and this 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; andconsent to receiving a copy of the Form 10-K electronically.

 

4. That there may beadverse tax consequences upon exercise of this Option or disposition of theShares and that he or she should consult a tax adviser prior to such exerciseor disposition.

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

 

This Option (CheckOne)    x is    o is not anIncentive Stock Option

 

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

 

Exercise Price PerShare:   $   (DOLLAR AMT)

 

ExpirationDate:   FILL IN DATE

 

Date ofGrant:   FILL IN DATE

 

**Sharessubject to issuance under this Option shall be eligible for exercise accordingto the following vesting schedule, subject to the conditions set forth on thereverse side of this Stock Option Certificate:**

 

**VestingSchedule**

** **
| **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.

 

**(Nameof Company)**

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

 

Title: Chief ExecutiveOfficer and President

 

PLEASE RETURN ONE SIGNEDCOPY OF THIS AGREEMENT TO:

 

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

 

**Thisis 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 thereafter beor 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-competeagreement. The Optionee acknowledges that any incentive stock options maybecome nonqualified stock options upon the extension of the term as describedin this Section.

 

(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 be exercised by the Optionee, by a written notice signed by theOptionee and delivered or mailed to the Company as specified in this Agreementto the attention of the President or such other officer as the Company maydesignate. Any such notice shall (a) specify the number of shares of Stockwhich the Optionee then elects to purchase hereunder, (b) contain suchinformation as may be reasonably required by the Company pursuant to thisAgreement, and (c) be accompanied by (i) a certified or cashier’scheck payable to the Company in payment of the total Exercise Price applicableto such shares as provided herein, (ii) shares of stock owned by theOptionee and duly endorsed or accompanied by stock transfer powers having aFair Market Value equal to the total Exercise Price applicable to such sharespurchased hereunder, or (iii) a certified or cashier’s check accompaniedby the number of shares of stock where Fair Market Value when added to theamount of the check equal the total Exercise Price applicable to such sharespurchased hereunder. Upon receipt of any such notice and accompanying payment,and subject to the terms hereof, the Company agrees to issue to the Optioneestock certificates for the number of shares specified in such notice registeredin the name of the person exercising this Option. In the event of the Optionee’sdeath or Permanent and Total Disability, the Option may be exercised asdescribed above by, and the Option shall be granted in the name of, theOptionee’s administrators, executors or personal representatives.

 

5. Forfeiture. (a) Theforfeiture provisions 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 after 

 

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termination of theOptionee’s employment or (y) one year after the Optionee’s exercise of anyportion of this Option, the Optionee engages in any of the ForfeitureActivities. “Forfeiture Activity” for purposes of clause (ii) above shallinclude (A) the provision of services to a competitor of the Company orany 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 or developedby the Optionee while an Employee; (B) any activity which constitutes aviolation of any confidentiality or similar provision of any agreement betweenthe Company and the Optionee or violation by the Optionee of any Companypolicies pertaining to such matters; or (c) any activity which isinimical, 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 theforfeiture provisions are triggered pursuant to Section 5(a) above,then (i) this Option shall terminate effective the date on which theOptionee breaches the agreement or engages in the Forfeiture Activity, unlessterminating sooner by operation of another term or condition of this Option orthe Plan, and (ii) any Option Gain realized by the Optionee fromexercising all or a portion of this Option within the preceding year shall bepaid by the Optionee to the Company. “Option Gain” shall mean the gainrepresented by the mean market price on the date of exercise over the ExercisePrice, multiplied by the number of shares purchased through exercise of theOption, without regard to any subsequent market price decrease or increase, butnet 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 theamounts the Optionee owes the Company under this Section. Whether or not theCompany elects to make any set-off in whole or in part, if the Company does notrecover by means of set-off the full amount owed by the Optionee to theCompany, calculated as set forth above, the Optionee shall pay immediately theunpaid balance to the Company. The Optionee hereby appoints the Company as itsattorney-in-fact to execute any documents or do any acts necessary to exerciseits rights under this Section.

 

(d)  The Optioneemay be released from its obligations under this Section only if the Boardof  Directors (or its duly appointed agent) determines in its solediscretion that such action is in the 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.After vesting, the Option may be exercised with respect to the vested shares atany time until the Expiration Date if the Option has not been terminated priorto such 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.The Optionee agrees that he or she will provide the Company with suchinformation as is reasonably requested by the Company or its counsel to determinewhether the issuance of stock complies with the provisions described by thisSection.

 

8. Miscellaneous. (a) Thenumber of Shares subject to this Option, the Exercise Price, and other mattersare subject to adjustment during the term of this Option in accordance with Section 5.2of 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 Agreementmay not be modified except in writing executed by each of the parties hereto.

 

(f)  This Optiondoes not confer upon the Optionee any right with respect to continuance of employmentby the Company or by any of its Subsidiaries. This Option shall not be affectedby any change of employment so long as the Optionee continues to be an employeeof the Company or one of its Subsidiaries

 

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