Exhibit 10.1
FIRST COMMUNITY
CORPORATION
2021
OMNIBUS EQUITY INCENTIVE PLAN
ARTICLE I
PURPOSE
This
Plan has been established to attract, retain and motivate directors, officers, employees, consultants and advisors of the Company
and its Subsidiaries who are or will be responsible for or contribute to the management, growth or profitability of the business
of the Company and its Subsidiaries by enabling such individuals to participate in the future success and growth of the Company
and to associate their interests with those of the Company and its shareholders.
ARTICLE II
DEFINITIONS
| 2.1 | “Agreement” means
a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Award issued to such Participant. |
| 2.2 | “Applicable Exchange” means
the Nasdaq Capital Market or such other securities exchange as may at the applicable time be the principal market for the Common
Stock. |
| 2.3 | “Award” means,
individually or collectively, any Incentive Stock Option, Non-Qualified Stock Option, SAR, Restricted Stock Award, Restricted
Stock Unit Award, Cash Award or Other Stock-Based Award granted pursuant to the terms of this Plan. |
| 2.4 | “Board” means
the board of directors of the Company. |
| 2.5 | “Cash Award” has
the meaning set forth in Article X of this Plan. |
| 2.6 | “Cause” means,
unless otherwise provided in an Agreement, (a) “Cause” as defined in any Individual Agreement to which the Participant
is a party, or (b) if there is no such Individual Agreement or if it does not define Cause: |
(i)
the commission by the Participant of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice
(whether or not resulting in criminal prosecution or conviction), or any act or practice which the Committee shall, in good faith,
deem to have resulted in the Participant becoming unbondable under the Company’s or the Subsidiary’s fidelity bond;
(ii) the
willful engaging by the Participant in misconduct which is deemed by the Committee, in good faith, to be materially injurious to the
Company or any Subsidiary, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential
or sensitive business information and data about the Company or any Subsidiary and competing with the Company or its Subsidiaries, or
soliciting employees, consultants or customers of the Company or any Subsidiary in violation of law or any employment or other
agreement to which the Participant is a party; or
(iii)
the willful and continued failure or habitual neglect by the Participant to perform his or her duties with the Company or the
Subsidiary substantially in accordance with the operating and personnel policies and procedures of the Company or the Subsidiary
generally applicable to all their employees.
For
purposes of this Plan, no act or failure to act by the Participant shall be deemed be “willful” unless done or omitted
to be done by Participant not in good faith and without reasonable belief that the Participant’s action or omission was
in the best interest of the Company and/or the Subsidiary.
“Cause”
under either (i), (ii) or (iii) shall be determined by the Committee. Notwithstanding the general rule of Section 3.3, following
a Change of Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review.
| 2.7 | “Change of Control” means
the first to occur of the following: |
(i)
any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (i) the Company, (ii)
any Subsidiary of the Company, (iii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company
or of any Subsidiary of the Company, or (iv) any company owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner”
(as defined in Section 13(d) of the Exchange Act), together with all Affiliates and Associates (as such terms are used in Rule
12b-2 of the General Rules and Regulations under the Exchange Act) of such person, directly or indirectly, of securities of the
Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities,
excluding any Person who acquires such beneficial ownership in connection with a transaction described in clause (v) below;
(ii)
any plan or proposal for the dissolution or liquidation of the Company is adopted by the shareholders of the Company;
(iii)
individuals who, as of the Effective Date, constituted the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective
Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual
or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board;
(iv)
all or substantially all of the assets of the Company are sold, transferred or distributed; or
(v)
there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Transaction”),
in each case, with respect to which either
(1)
the shareholders of the Company immediately prior to such Transaction do not, immediately after the Transaction, own more than
50% of the combined voting power of the Company or the entity surviving such Transaction (or, if the Company or the entity surviving
such Transaction is then a subsidiary, the ultimate parent thereof) in substantially the same respective proportions as such shareholders’
ownership of the voting power of the Company immediately before such Transaction, or
(2)
the individuals who comprise the Board immediately prior thereto do not constitute at least a majority of the board of directors
of the Company, the entity surviving such transaction or, if the Company or the entity surviving such Transaction is then a subsidiary,
the ultimate parent thereof.
Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series
of integrated transactions immediately following which both (x) the record holders of the Common Stock of the Company immediately
prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity
which owns (directly or indirectly) all or substantially all of the assets of the Company immediately following such transaction
or series of transactions and (y) the individuals who comprise the Board immediately prior to such transaction or series of transactions
constitute at least a majority of the board of directors of the entity which owns (directly or indirectly) all or substantially
all of the assets of the Company immediately following such transaction or series of transactions. In addition, for any Award
that constitutes deferred compensation under Section 409A of the Code, a Change of Control shall be deemed to have occurred under
the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership
of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.
| 2.8 | “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor
thereto, the Treasury Regulations thereunder and other relevant interpretive guidance
issued by the Internal Revenue Service or the Treasury Department. Reference to
any specific section of the Code shall be deemed to include such regulations and guidance,
as well as any successor provision of the Code. |
| 2.9 | “Committee” means
the compensation committee of the Board (which, as of the date of the Board’s approval of this Plan, is called the Human
Resources/Compensation Committee) or such other committee of the Board as it may designate. |
| 2.10 | “Common Stock” means
the common stock, $1.00 par value per share, of the Company. |
| 2.11 | “Company” means
First Community Corporation, a South Carolina corporation (or any successor corporation that assumes this Plan, either contractually
or by operation of law). |
| 2.12 | “Date of Grant” means
(a) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines
the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to
such Award, or (b) such later date as the Committee shall provide in such resolution. |
| 2.13 | “Director Programs” has
the meaning set forth in Article V of this Plan. |
| 2.14 | “Disaffiliation” means
a Subsidiary’s ceasing to be a Subsidiary for any reason (including as a result of a public offering, or a spinoff or sale
by the Company, of the stock of the Subsidiary) or a sale of a division of the Company. |
| 2.15 | “Eligible Individuals” means
directors, officers, employees, consultants and advisors of the Company or any of its Subsidiaries. |
| 2.16 | “Exchange Act” means
the Securities Exchange Act of 1934, as amended. |
| 2.17 | “Exercise Price” means
the price per share for Common Stock that may be purchased upon the exercise of an Option or the price at which a SAR may be exercised; provided,
however, that the Exercise Price per share may not be less than the Fair Market Value of the Common Stock that may be purchased
on the Date of Grant. |
| 2.18 | “Fair Market Value”
means, except as otherwise determined by the Committee, the closing sales price of a Share on the Applicable Exchange on the
measurement date, or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding
date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee may select. If there
is no regular public trading market for Shares, the Fair Market Value of a Share shall be determined by the Committee in good
faith and, to the extent applicable, such determination shall be made in a manner that satisfies Sections 409A and 422(c)(1) of
the Code |
| 2.19 | “Full-Value Award” means
any Award other than an Option or SAR. |
| 2.20 | “Good Reason” means,
unless otherwise provided in an Agreement, (x) “Good Reason” as defined in any Individual Agreement to which the Participant
is a party, or (y) if there is no such Individual Agreement or if it does not define Good Reason or does not define Good Reason
in a manner that is within the meaning of Good Reason under Section 409A of the Code: without the Participant’s express
written consent the occurrence of any of the following circumstances unless such circumstances are fully corrected within thirty
(30) days after the Participant notifies the Company in writing of the existence of such circumstances as hereinafter provided: |
| (a) | A material diminution in
the Participant’s authority, duties, or responsibilities immediately prior to such diminution; |
| (b) | A material diminution in
the budget (if any) over which the Participant retains authority; |
| (c) | A material diminution in
the Participant’s base salary as in effect immediately prior to the Change of Control or as it may be increased from time
to time, except for across-the-board salary reductions for similarly situated management personnel of the Company and its Subsidiaries; |
| (d) | The
Company’s requiring the Participant to be based anywhere other than more within fifty
(50) miles of the Participant’s last assigned area of responsibility, except
for required travel on Company business; or |
| (e) | Any action or inaction that
constitutes a material breach by the Company or its Subsidiaries of the written agreement, if any, between the Participant and
the Company or its Subsidiaries under which the Participant provides services. |
The
Participant shall notify the Company in writing that the Participant believes that one or more of the circumstances described
above exists, and of the Participant’s intention to effect a Termination of Service for Good Reason as a result thereof,
within ninety (90) days of the time that the Participant gains knowledge of such circumstances. The Participant shall not effect
such Termination of Service until thirty (30) days after the Participant delivers the notice described in the preceding sentence,
and the Participant may do so only if the circumstances described in such notice have not been corrected in all material respects
by the Company and its Subsidiaries.
| 2.21 | “Incentive Stock
Option” means an Option that is intended to qualify as an “incentive stock option” under Section 422
of the Code. |
| 2.22 | “Individual Agreement” means
an employment, consulting or similar agreement between a Participant and the Company or its Subsidiaries. If a Participant
is party to both an employment agreement and a change of control agreement, the employment agreement shall be the relevant “Individual
Agreement” prior to a Change of Control, and, the change of control agreement shall be the relevant “Individual Agreement”
after a Change of Control. |
| 2.23 | “Non-Qualified Stock
Option” means an Option other than an Incentive Stock Option. |
| 2.24 | “Option” means
an instrument that entitles the holder to purchase from the Company a stated number of Shares at a designated Exercise Price. |
| 2.25 | “Other Stock-Based
Award” means Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are
otherwise based upon, Common Stock, including unrestricted stock, dividend equivalents, and convertible debentures. |
| 2.26 | “Participant” means
an Eligible Individual who has received an Award. |
| 2.27 | “Performance Goals” means
the performance goals established by the Committee in connection with the grant of Awards. Such goals may be based
on the attainment of specified levels of one or more of the following measures (or such other measures as may be determined by
the Committee): stock price, dividends, earnings (including earnings before taxes, earnings before interest and taxes
or earnings before interest, taxes, depreciation and amortization), operating earnings, prescribed rating, earnings per share,
operating earnings per share, total shareholder return, return on equity, return on assets or operating assets, percentage of
non-performing assets, asset quality, level of classified assets, net interest margin, loan portfolio growth, efficiency ratio,
deposit portfolio growth, liquidity, market share, objective customer service measures or indices, economic value added, shareholder
value added, embedded value added, combined ratio, pre- or after-tax income, net income, cash flow (before or after dividends),
cash flow per share (before or after dividends), gross margin, risk-based capital, revenues, revenue growth, return on capital
(including return on total capital or return on invested capital), cash flow return on investment, cost control, gross profit,
operating profit, cash generation, unit volume, sales, asset quality, cost saving levels, market-spending efficiency, core non-interest
income or change in working capital, in each case with respect to the Company or any one or more Subsidiaries, divisions, business
units or business segments thereof, either in absolute terms or relative to the performance of one or more other companies (including
an index covering multiple companies). |
| 2.28 | “Permanent
and Total Disability” shall have the same meaning as given to that term by
Treasury Regulation §1.409A-3(i)(4). |
| 2.30 | “Restricted Stock” means
an Award granted pursuant to Article VII of this Plan. |
| 2.31 | “Restricted Stock
Unit” has the meaning set forth in Article VIII of this Plan. |
| 2.32 | “Rule 16b-3” means
Rule 16b-3, as promulgated by the Securities and Exchange Commission under Section 16(b) of the Exchange Act, or any successor
rule or regulation. |
| 2.33 | “SAR” means
a stock appreciation right that entitles the Participant to receive, in cash, Common Stock or a combination thereof, value equal
to (or otherwise based on) the difference between (i) the Fair Market Value of a specified number of Shares at the time of exercise,
and (ii) the Exercise Price for such shares as established by the Committee. |
| 2.34 | “Share” means
a share of Common Stock. |
| 2.35 | “Subsidiary” means
any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a fifty
(50%) voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. |
| 2.36 | “Term” has
the meaning set forth in Section 6.5 of this Plan. |
| 2.37 | “Termination of
Service” means the termination of the applicable Participant’s employment with, or performance of services
for, the Company and any of its Subsidiaries. Unless otherwise determined by the Committee, (a) if a Participant’s
employment with the Company and its Subsidiaries terminates but such Participant continues to provide services to the Company
and its Subsidiaries in a non-employee capacity, such change in status shall not be deemed a Termination of Service and (b) a
Participant employed by, or performing services for, a Subsidiary or a division of the Company and its Subsidiaries shall also
be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary or division ceases to be a Subsidiary
or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider
for, the Company or another Subsidiary. Temporary absences from employment because of illness, vacation or leave of
absence and transfers among the Company and its Subsidiaries shall not be considered Terminations of Service. Notwithstanding
the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation
plan” subject to Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination
of Service” unless the Participant has experienced a “separation from service” within the meaning of Section
409A of the Code (a “Separation from Service”). |
| 2.38 | “Treasury
Regulations” means regulations promulgated by the United States Department
of Treasury pursuant to the Code, as amended, including proposed or temporary regulations
as applicable. |
ARTICLE III
ADMINISTRATION
| 3.1 | Committee. This
Plan shall be administered by the Committee, which shall be composed of not fewer than two directors, and shall be appointed by
and serve at the pleasure of the Board. Subject to the terms and conditions of this Plan, the Committee shall have
absolute authority to grant Awards to Eligible Individuals pursuant to the terms of this Plan. Among other things,
the Committee shall have the authority, subject to the terms of this Plan, to take the following actions: |
| (a) | select the Eligible Individuals
who shall receive Awards; |
| (b) | determine the number of Shares
to be covered by each Award or the amount of cash or other property subject to an Award not denominated in Shares; |
| (c) | approve the form of any Agreement
and determine the terms and conditions of any Award made hereunder, including the Exercise Price, any vesting conditions, restrictions
or limitations and any vesting acceleration, based on such factors as the Committee shall determine; |
| (d) | modify, amend or adjust the
terms and conditions (including any Performance Goals) or accelerate vesting of any Award; |
| (e) | determine to what extent
and under what circumstances Shares, cash or other property payable with respect to an Award shall be deferred; |
| (f) | determine under what circumstances
an Award may be settled in cash, Shares, other property or a combination of the foregoing; |
| (g) | adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable; |
| (h) | establish any “blackout”
period that the Committee in its sole discretion deems necessary or advisable; |
| (i) | correct any defect, supply
any omission, reconcile any inconsistency, and resolve any ambiguity in, and otherwise interpret, the terms and provisions of
this Plan and any Award issued under this Plan (and any Agreement relating thereto); |
| (j) | decide all other matters
that must be determined in connection with an Award; and |
| (k) | otherwise administer this
Plan. |
| (a) | The Committee may act only
by a majority of its members then in office, except that the Committee may, to the extent not prohibited by applicable law or
the listing standards of the Applicable Exchange, allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at any time. |
| (b) | Any authority granted to
the Committee may be exercised by the full Board. In any case in which the Board is performing a function of the Committee under
the Plan, each reference to the Committee herein shall be deemed to refer to the Board (unless the context otherwise requires).
To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall
control. |
| 3.3 | Discretion of the Committee. Any
determination made by the Committee with respect to any Award shall be made in the sole discretion of the Committee at the time
of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. Any action by the Committee
may vary among individual Participants, may vary among Eligible Individuals, and may vary among the Awards held by any individual
Participants. All decisions made by the Committee pursuant to the provisions of this Plan shall be binding and conclusive
on all persons, including the Company, the Participants and Eligible Individuals. Any determination made by the Committee
or pursuant to delegated authority under the provisions of this Plan, including conditions for grant or vesting and the adjustment
of Awards pursuant to Article XI, need not be the same for each Participant. |
| 3.4 | Section 16(b). The
provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and not exempt from) the short-swing
recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition
of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan
to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by
the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section
16(b). |
| 3.5 | No
member of the Board or the Committee, nor any officer or employee of the Company acting
on behalf of the Board or the Committee, shall be personally liable for any action, determination,
or interpretation taken or made in good faith with respect to the Plan, and all members
of the Board or the Committee and each and any officer or employee of the Company acting
on their behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination, or interpretation. |
ARTICLE IV
GENERAL TERMS
OF AWARDS
| 4.1 | Eligibility. Any
Eligible Individual may receive one or more Awards as determined by the Committee. |
| 4.2 | Awards. Each
Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee
shall specify the number of Shares subject to each Award and the Exercise Price (if applicable). All Awards granted
under this Plan shall be evidenced by Agreements, which shall be subject to applicable provisions of this Plan and to such other
provisions as the Committee may adopt. The effectiveness of an Award shall be subject to the Agreement’s being
signed by the Company and the Participant receiving the Award unless otherwise provided in the Agreement. Agreements
may be amended only in accordance with Section 12.3. |
| 4.3 | Nontransferability. In
addition to any other restrictions set forth in this Plan or imposed by the Committee, all Awards shall be nontransferable except
by will or by the laws of descent and distribution. At the discretion of the Committee, an Award may be forfeited immediately
upon such instrument becoming subject to any obligation or liability of the Participant or any lien, charge or encumbrance. |
| 4.4 | Compliance with Law and
Approval of Regulatory Bodies. No Award shall be exercisable, no Common Stock shall be issued, no certificates
for Shares shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable Federal and
state laws and regulations (including withholding tax requirements) and the rules of any Applicable Exchange. The Company
may rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence Common Stock
for which an Award is exercised or issued may bear such legends and statements as the Committee may deem advisable to assure compliance
with Federal and state laws and regulations. No Award shall be exercisable (to the extent applicable), no Common Stock
shall be issued, no certificate for Shares shall be delivered, and no payment shall be made under this Plan until the Company
has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such
matters. |
ARTICLE V
SHARES SUBJECT
TO PLAN; OTHER LIMITS
| 5.1 | Plan Maximums. The
total number of Shares available for delivery pursuant to Awards granted under this Plan is 225,000 Shares. Delivery of
Shares pursuant to an Award shall reduce the number of Shares available for delivery pursuant to Awards under this Plan by one
Share for each such Share delivered. The maximum number of Shares that may be granted pursuant to Options intended
to be Incentive Stock Options shall be 225,000 Shares. Such maximum numbers of Shares is subject to adjustment as provided
in Article XI. From and following the Effective Date, no new awards will be granted under the Prior Plan, it being
understood that (a) awards outstanding under the Prior Plan as of the Effective Date shall remain in full force and effect under
the Prior Plan according to their respective terms, and (b) to the extent that any such award is forfeited, terminates, expires
or lapses without being exercised (to the extent applicable), or is settled for cash, following the Effective Date, the Shares
subject to such award not delivered as a result thereof shall again be available for Awards under this Plan; provided,
however, that dividend equivalents may continue to be issued under the Company’s Prior Plan in respect of awards
granted under the Prior Plan that are outstanding as of the Effective Date. “Prior Plan” means the Company’s
2011 Stock Incentive Plan, as amended April 19, 2016. |
| 5.2 | Director
Limit. Notwithstanding any provisions to the contrary in this Plan, in any other incentive
compensation plan of the Company or any of its Subsidiaries, or any other compensatory policy
or program of the Company applicable to its non-employee directors (collectively, the “Director
Programs”), the aggregate grant date fair value (computed as of the date of grant
in accordance with applicable financial accounting rules) of all awards granted under the
Director Programs to any individual, non-employee director for any single calendar year beginning
on or after January 1, 2021 shall not exceed $140,000; provided, however,
that the limitation described in this sentence shall be determined without regard to grants
of awards under the Director Programs paid to a non-employee director during any period in
which such individual was an employee or consultant (other than grants of awards paid for
service in their capacity as a non-employee director). For the avoidance of doubt, (a) any
compensation that is deferred shall be counted toward this limit for the year in which it
was first earned, and not when paid or settled if later; and (b) any severance and other
payments such as consulting fees paid to a non-employee director for such director’s
prior or current service to the Company or any Subsidiary other than serving as a director
shall not be deemed to be payments granted or made under the Director Programs and therefore
shall not be taken into account in applying the $140,000 limit provided above. |
| 5.3 | Rules for Calculating
Shares Delivered. To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised,
or if any Award is settled for cash, the Shares subject to such Award not delivered as a result thereof shall again be available
for issuance in connection with other Awards under this Plan. If the Exercise Price of any Option or SAR and/or if
the tax withholding obligations relating to any Award are satisfied by delivering Shares (either actually or through attestation)
or withholding Shares relating to such Award, the gross number of Shares subject to the Award shall nonetheless be deemed to have
been granted for purposes of the first sentence of Section 5.1. Shares purchased on the open market with the proceeds
of the Exercise Price of an Option or SAR shall not be available for issuance in connection with other Awards under this Plan. |
| 5.4 | Limitation on Dividend
Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Shares of Restricted Stock at the
time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted
Stock Units, shall be permissible only if sufficient Shares are available under this Article V for such reinvestment or payment
(taking into account then-outstanding Awards). If sufficient Shares are not available for such reinvestment or payment,
such reinvestment or payment shall be made in the form of cash-settled Restricted Stock Units equal in number to the Shares that
would have been obtained by such payment or reinvestment. |
ARTICLE VI
OPTIONS
AND STOCK APPRECIATION RIGHTS
| 6.1 | Grants. The
Committee shall specify the number of Shares covered by the Options or SARs and the Exercise Price thereof in the applicable Agreement. An
Option may be granted with or without a related SAR. A SAR may be granted with or without a related Option. |
| 6.2 | Incentive Stock Options
and Non-Qualified Stock Options. The Committee shall designate at the time an Option is granted, and the applicable
Agreement shall indicate, whether the Option is intended to be treated as an Incentive Stock Option or a Non-Qualified Stock Option. No
Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option under
Section 422 of the Code, and any such Option that fails to qualify as an Incentive Stock Option shall be treated as a Non-Qualified
Stock Option. For purposes of determining the applicability of Section 422 of the Code, or in the event that the terms
of any Option provide that it may be exercised only during employment or within a specified period of time after Termination of
Service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability,
or other reasons shall not be deemed interruptions of continuous employment. |
| 6.3 | Additional Rules for Incentive
Stock Options. Notwithstanding anything contained herein to the contrary, no Option that is intended to qualify
as an Incentive Stock Option may be granted to an Eligible Individual who at the time of such grant owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless
at the time such Option is granted the Exercise Price is at least one hundred ten percent (110%) of the Fair Market Value of a
Share and such Option by its terms is not exercisable after the expiration of five (5) years from the date such Option is granted. In
addition, the aggregate Fair Market Value of the Shares (determined at the time the Option to acquire Shares is granted) for which
Incentive Stock Options are exercisable for the first time by an optionee during any calendar year, under all of the incentive
stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent an Option that by its
terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Option in excess of such limit
shall be treated as a Non-Qualified Stock Option. |
| 6.4 | Vesting. The
Committee may prescribe that a Participant’s rights in Options or SARs shall be forfeitable or otherwise restricted for
a period of time and/or until certain financial performance objectives are satisfied as determined by the Committee in its sole
discretion and set forth in the applicable Agreement. |
| 6.5 | Exercise. The
period in which an Option or SAR may be exercised (the “Term”) shall be determined by the Committee on the Date of
Grant, but no Option or SAR shall be exercisable after the expiration of ten (10) years from the Date of Grant of such Option
or SAR. Subject to the terms of this Plan, a vested Option or SAR may be exercised, in whole or in part, at any time
or during the Term thereof in accordance with such requirements as the Committee shall determine and as reflected in the corresponding
Agreement; provided, however, that a SAR that is related to an Option may be exercised only to the extent
that the related Option is exercisable and when the Fair Market Value per Share exceeds the Exercise Price per Share of the related
Option. A partial exercise of an Option or SAR shall not affect the right of the Participant thereafter to exercise
the Option or SAR from time to time in accordance with this Plan and the corresponding Agreement with respect to remaining Shares
subject to the Option or SAR. The exercise of an Option shall result in the termination of a related SAR to the extent
of the number of Shares with respect to which the Option is exercised, and the exercise of a SAR shall result in the termination
of a related Option to the extent of the number of Shares with respect to which the SAR is exercised. Unless otherwise set forth
in the Award Agreement with respect to an Option, if a Participant’s Termination of Service occurs by reason of his or her
death, Permanent and Total Disability or for any other reason, an Option granted to such Participant may thereafter be exercised
to the extent such Option is vested for a period of ninety (90) days (or twelve (12) months in the event of termination by reason
of death or Permanent and Total Disability) following the Termination of Service (but not later than the end of the applicable
Term). If, and to the extent that, after Termination of Service, the Participant does not exercise his or her Option within the
applicable time, the unexercised Option shall terminate, and the Shares issuable with respect to such unexercised Option shall
revert to the Plan. If a Participant’s employment terminates for Cause, all Options granted to such Participant shall cease
to be exercisable and shall terminate as of the date of termination of employment for Cause. |
| 6.6 | Method of Exercise. Subject
to the provisions of this Article VI, vested Options and vested SARs may be exercised, in whole or in part, by giving written
notice of exercise to the Company specifying the number of Shares subject to the Option or SAR to be purchased. In
the case of the exercise of an Option, such notice shall be accompanied by payment in full of the aggregate purchase price (which
shall equal the product of such number of Shares subject to such Options multiplied by the applicable Exercise Price) by certified
or bank check or such other instrument or process as the Committee may permit in its sole discretion. If approved by
the Committee, payment in full or in part may be made as follows: |
| (a) | In the form of unrestricted
Shares (by delivery of such Shares or by attestation) already owned by the Participant of the same class as the Common Stock subject
to the Option (based on the Fair Market Value of the Common Stock on the date the Option is exercised); provided, however,
that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares may be authorized
only at the time the Option is granted; |
| (b) | To the extent permitted by
applicable law, by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price,
and any applicable Federal, state, local or foreign withholding taxes; provided that, to facilitate the foregoing,
the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more
brokerage firms; or |
| (c) | By instructing the Company
to withhold a number of unrestricted Shares having a Fair Market Value (based on the Fair Market Value of the Common Stock on
the date the applicable Option is exercised) equal to the product of (i) the Exercise Price multiplied by (ii) the number of Shares
in respect of which the Option shall have been exercised. |
| 6.7 | Delivery; Shareholder
Rights. No Shares will be delivered pursuant to the exercise of an Option until the Exercise Price therefor has
been fully paid and applicable taxes have been withheld. No Participant shall have any rights as a shareholder with
respect to Shares subject to an Option or a SAR until such Option or SAR is exercised and such Shares are issued. |
| 6.8 | Dividends and Dividend
Equivalents. Dividends and dividend equivalents shall not be paid or accrued on Options or SARs, provided that
Stock Options and SARs may be adjusted under certain circumstances in accordance with the terms of Article X. |
| 6.9 | Prohibition on Repricing. In
no event may any Option or SAR granted under this Plan be amended, other than pursuant to Article XI, to decrease the Exercise
Price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Option or SAR with
a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards
or for accounting purposes, as a “repricing” of such Option or SAR, unless such amendment, cancellation or action
is approved by the Company’s shareholders. |
| 6.10 | Forfeiture
by Order of Regulatory Agency. If the Company’s or any of its financial institution
Subsidiaries’ capital falls below the minimum requirements contained in 12 CFR
§ 3 or below a higher requirement as determined by the Company’s or such Subsidiary’s
primary bank regulatory agency, such agency may direct the Company to require Participants
to exercise or forfeit some or all of their Options. All options granted under this Plan
are subject to the terms of any such directive. |
ARTICLE VII
RESTRICTED
STOCK
| 7.1 | Nature of Award. Shares
of Restricted Stock are actual Shares issued to a Participant that are subject to vesting or forfeiture provisions and may be
awarded alone or in addition to other Awards granted under this Plan. |
| 7.2 | Book Entry Registration
or Certificated Shares. Awards shall be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Restricted
Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Award, substantially in the following form: |
“The
transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including
forfeiture) of the First Community Corporation 2021 Omnibus Equity Incentive Plan and the applicable award agreement, dated as
of , .
Copies of such plan and award agreement are on file at the offices of First Community Corporation, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.”
The
Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon
have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock
power, endorsed in blank, relating to the Shares subject to such Award.
| 7.3 | Terms and Conditions. Restricted
Stock shall be subject to the following terms and conditions: |
| (a) | The Committee shall, prior
to or at the time of grant, condition (i) the vesting of an Award of Restricted Stock upon the continued service of the applicable
Participant, or (ii) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment
of Performance Goals and the continued service of the applicable Participant. |
| (b) | Subject to the provisions
of this Plan and the applicable Agreement, during the period, if any, set by the Committee, commencing with the Date of Grant
of such Restricted Stock Award for which such vesting restrictions apply (the “Restriction Period”), and until the
expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
Shares of Restricted Stock. |
| 7.4 | Shareholder Rights. Except
as otherwise provided in this Plan and the applicable Agreement, prior to the time that Shares of Restricted Stock have fully
vested and become transferable, a Participant shall have all rights of a shareholder with respect to such Shares of Restricted
Stock, including the right to receive dividends; provided, however, that dividends payable with respect
to Shares of Restricted Stock shall be subject to the same vesting conditions applicable to such Shares and shall, if vested,
be delivered or paid at the same time as such Shares. |
ARTICLE VIII
RESTRICTED
STOCK UNITS
| 8.1 | Nature of Award. Restricted
stock units and deferred share rights (together, “Restricted Stock Units”) are awards denominated in Shares that will
be settled, subject to the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares or a combination of
both, based upon the Fair Market Value of a specified number of Shares. |
| 8.2 | Terms and Conditions. Restricted
Stock Units shall be subject to the following terms and conditions: |
| (a) | The Committee shall, prior
to or at the time of grant, condition (i) the vesting of Restricted Stock Units upon the continued service of the applicable Participant,
or (ii) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance
Goals and the continued service of the applicable Participant. An Award of Restricted Stock Units shall be settled
as and when the Restricted Stock Units vest, or at a later time specified by the Committee in the applicable Agreement, or, if
the Committee so permits, in accordance with an election of the Participant. |
| (b) | Subject to the provisions
of this Plan and the applicable Agreement, during the Restriction Period, if any, set by the Committee, the Participant shall
not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units. |
| 8.3 | Shareholder Rights. A
Participant who has received an Award of Restricted Stock Units shall have no rights as a shareholder with respect to such Restricted
Stock Units. Subject to Section 5.4, the Committee may provide for dividend equivalents or the adjustment of an Award
of Restricted Stock Units to reflect deemed reinvestment in additional Restricted Stock Units of the dividends that would be paid
and distributions that would be made with respect to the Award of Restricted Stock Units if it consisted of actual Shares; provided, however,
that dividend equivalents credited with respect to any Award of Restricted Stock Units shall be subject to the same vesting conditions
applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award. |
ARTICLE IX
OTHER
STOCK-BASED AWARDS; CASH AWARDS
| 9.1 | Other Stock-Based Awards. The
Committee may grant to Eligible Individuals Other Stock-Based Awards, either alone or in conjunction with other Awards granted
under this Plan. |
| 9.2 | Cash Awards. The
Committee may grant to Eligible Individuals Awards that are denominated and payable in cash (“Cash Awards”) in such
amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. |
ARTICLE X
ADJUSTMENT
UPON CHANGE IN COMMON STOCK
| 10.1 | Corporate Transactions. In
the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration
of the Company’s direct or indirect ownership of a Subsidiary (including by reason of a Disaffiliation), or similar event
affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may
in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (a) the aggregate number and
kind of Shares or other securities reserved for issuance and delivery under this Plan; (b) the various maximum limitations set
forth in Article V upon certain types of Awards and upon the grants to individuals of certain types of Awards; (c) the number
and kind of Shares or other securities subject to outstanding Awards; (d) the Performance Goals applicable to outstanding Awards;
and (e) the Exercise Price of outstanding Awards. In the event of a Corporate Transaction, such adjustments may include
(i) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate
value equal to the value of such Awards, as determined by the Committee in its sole discretion (it being understood that in the
event of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly
traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option
or SAR shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share
pursuant to such Corporate Transaction over the Exercise Price of such Option or SAR shall be deemed conclusively valid); (ii)
the substitution of other property (including cash or other securities of the Company and securities of entities other than the
Company) for the Shares subject to outstanding Awards; and (iii) in connection with any Disaffiliation, arranging for the assumption
of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of
the Company and securities of entities other than the Company), by the affected Subsidiary or division or by the entity that controls
such Subsidiary or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based
upon Company securities). |
| 10.2 | Share Changes. In
the event of a stock dividend, stock split, reverse stock split, reorganization, share combination or recapitalization or similar
event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration,
or other extraordinary dividend of cash or other property to the Company’s shareholders (each, a “Share Change”),
the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (a) the aggregate
number and kind of Shares or other securities reserved for issuance and delivery under this Plan; (b) the various maximum limitations
set forth in Article V upon certain types of Awards and upon the grants to individuals of certain types of Awards; (c) the number
and kind of Shares or other securities subject to outstanding Awards; (d) the Performance Goals applicable to outstanding Awards;
and (e) the Exercise Price of outstanding Awards. |
| 10.3 | Performance Goals. The
Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary
items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes,
each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes
to the financial statements, management’s discussion and analysis or other the Company’s filings with the Securities
and Exchange Commission. |
| 10.4 | Section
409A of the Code; Incentive Stock Options. Notwithstanding the foregoing: any adjustments
made pursuant to this Article X to (a) Incentive Stock Options shall be made in accordance
with Section 424(h) of the Code unless the Committee determines otherwise; (b) Awards that
are considered “nonqualified deferred compensation” within the meaning of Section
409A of the Code shall be made in compliance with the requirements of Section 409A of the
Code; and (c) Awards that are not considered “nonqualified deferred compensation”
subject to Section 409A of the Code shall be made in such a manner as intended to ensure
that after such adjustments, either (i) the Awards continue not to be subject to Section
409A of the Code or (ii) there does not result in the imposition of any penalty taxes under
Section 409A of the Code in respect of such Awards. |
ARTICLE XI
CHANGE
OF CONTROL
| 11.1 | Impact of a Change of Control. Upon the occurrence of a Change of Control, unless otherwise provided in the applicable Agreement: (a)
all then-outstanding Options and SARs shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based
Full-Value Awards) and all Cash Awards (other than performance-based Cash Awards) shall vest in full, be free of restrictions,
and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that
another Award meeting the requirements of Section 11.2 (any award meeting the requirements of Section 11.2, a “Replacement
Award”) is provided to the Participant to replace such Award (any award intended to be replaced by a Replacement Award,
a “Replaced Award”), and (b) any performance-based Full-Value Award or Cash Award that is not replaced by a Replacement
Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all
applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement
as determined by the Committee not later than the date of the Change of Control, taking into account performance through the latest
date preceding the Change of Control as to which performance can, as a practical matter, be determined (but not later than the
end of the applicable performance period)). |
| 11.2 | Replacement Awards. An
Award shall meet the conditions of this Section 11.2 (and hence qualify as a Replacement Award) if: (a) it is of the
same type as the Replaced Award; (b) it has a value equal to the value of the Replaced Award as of the date of the Change of Control,
as determined by the Committee in its sole discretion consistent with Section 10.1; (c) the underlying Replaced Award was an equity-based
award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change
of Control; (d) it contains terms relating to vesting (including with respect to a Termination of Service) that are substantially
identical to those of the Replaced Award; and (e) its other terms and conditions are not less favorable to the Participant than
the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change
of Control) as of the date of the Change of Control. Without limiting the generality of the foregoing, a Replacement
Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If
a Replacement Award is granted, the Replaced Award shall not vest upon the Change of Control. The determination whether
the conditions of this Section 11.2 are satisfied shall be made by the Committee, as constituted immediately before the Change
of Control, in its sole discretion. |
| 11.3 | Termination of Service. Notwithstanding
any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable
Agreement, upon a Termination of Service of a Participant by the Company other than for Cause or by the Participant for Good Reason,
in each case, within twenty-four (24) months following a Change of Control, all Replacement Awards held by such Participant shall
vest in full, be free of restrictions, and be deemed to be earned in full (with respect to Performance Goals, unless otherwise
agreed in connection with the Change of Control, at the greater of (i) the applicable target level and (ii) the level of achievement
of the Performance Goals for the Award as determined by the Committee taking into account performance through the latest date
preceding the Termination of Service as to which performance can, as a practical matter, be determined (but not later than the
end of the applicable performance period)). |
| 11.4 | Section 409A of the Code. Notwithstanding
any other provision of this Plan, any Agreement or any Individual Agreement, with respect to any Award that constitutes “nonqualified
deferred compensation” within the meaning of Section 409A of the Code, a Change of Control shall not constitute a settlement
or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution
of such Award, unless the Change of Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations
thereto. For the avoidance of doubt, this Section 11.4 shall have no bearing on whether an Award vests pursuant to
the terms of this Plan or the applicable Agreement or Individual Agreement. |
ARTICLE XII
EFFECTIVE
DATE, TERMINATION AND AMENDMENT
| 12.1 | Effective Date. This
Plan was approved by the Board on March 16, 2021, subject to and contingent upon approval by the Company’s shareholders. This
Plan will be effective as of the date of such approval by the Company’s shareholders (the “Effective Date”). |
| 12.2 | Duration of Plan. This
Plan shall terminate on the tenth anniversary of the Effective Date (the “Expiration Date”). All Awards
outstanding as of the Expiration Date shall continue to have full force and effect in accordance with the provisions of this Plan
and the documents evidencing such Awards. |
| 12.3 | Amendments. The
Committee may amend, alter or discontinue this Plan or an Award, provided that no amendment, alteration or discontinuation
shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such
Participant’s consent, except to the extent necessary to comply with applicable law, including Section 409A of the Code,
Applicable Exchange listing standards or accounting rules. In addition, no amendment shall be made without the approval
of the Company’s shareholders to the extent such approval is required by applicable law, or the listing standards of the
Applicable Exchange, or as contemplated by Section 6.9. |
ARTICLE XIII
MISCELLANEOUS
PROVISIONS
| 13.1 | Limitations on Participant
Rights. Neither a Participant nor any other person shall, by reason of participation in this Plan, acquire any
right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds,
assets or other property that the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability
under this Plan. A Participant shall have only a contractual right to the Common Stock, cash or other property, if
any, payable under this Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in this Plan shall
constitute a guaranty that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. This
Plan does not constitute a contract of employment or service, and selection as a Participant shall not give any such Participant
the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under
this Plan, unless such right or claim has specifically accrued under the terms of this Plan. |
| 13.2 | Clawback
Policy. An Award shall be subject to the terms of any clawback or recoupment policy that
the Company may adopt that, by its terms, is applicable to such Award. |
| (a) | Withholding. All
issuances, payments and distributions under this Plan are subject to withholding of all applicable taxes, and the Committee may
condition the delivery of any Shares, cash or other property under this Plan on satisfaction of applicable withholding obligations. The
Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding,
may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of Shares
that the Participant already owns, or through the surrender of Shares to which the Participant is otherwise entitled under this
Plan; provided, however, in no event shall the fair market value of the Shares withheld or surrendered exceed the maximum statutory
amount required to be withheld or such lesser amount as is necessary to avoid liability accounting treatment. |
| (b) | Section 409A of the Code. This
Plan and Awards granted hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or
exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be
administered in all respects in accordance with Section 409A of the Code. Each payment under any Award shall be treated
as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly,
designate the calendar year of any payment to be made under any Award that is not exempt from Section 409A of the Code. Notwithstanding
any provision of this Plan or any Agreement to the contrary, in the event that a Participant is a “specified employee”
within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company),
amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would
otherwise be payable during the six (6)-month period immediately following a Participant’s Separation from Service shall
instead be paid or provided on the first business day following the date that is six (6) months following the Participant’s
Separation from Service or any earlier date permitted by Section 409A of the Code. If the Participant dies
following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code,
such amounts shall be paid to the personal representative of the Participant’s estate within thirty (30) days following
the date of the Participant’s death. In no event will the Company or any Subsidiary be required to reimburse a Participant
for any taxes imposed or other costs incurred as a result of Section 409A of the Code. |
| 13.4 | Unfunded Plan. No
Award issued or made hereunder, to the extent it requires the payment of cash, shall be required to be funded prior to being due
and payable, and the Company shall not be required to segregate any assets that may at any time be represented by an Award under
this Plan. |
| 13.5 | No
Employment Rights. The adoption of the Plan or granting of an Award shall not confer
upon any Participant or other Eligible Individual any right to continued employment with
or service to the Company or any Subsidiary, as the case may be, nor shall it interfere
in any way with the right of the Company or any Subsidiary to terminate the employment
or service of any Participant or other Eligible Individual at any time. |
| 13.6 | Rules of Construction. Headings
are given to the articles and sections of this Plan for ease of reference. The reference to any statute, regulation
or other provision of law shall be construed to refer to any amendment to or successor of such provision of law. Whenever
the words “include,” “includes” or “including” are used in this Plan, they shall be deemed
to be followed by the words “but not limited to” and the word “or” shall be understood to mean “and/or.” |
| 13.7 | Governing Law and Interpretation. This
Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State
of South Carolina, without reference to principles of conflict of laws. |
[End
of Plan Document]