TABLE OF CONTENTS

 

				Page
ARTICLE I
BACKGROUND
1.1		Establishment of the Plan		1
1.2		Applicability of the Plan		1
1.3		Purpose		1
ARTICLE II
DEFINITIONS
2.1		Administrator		1
2.2		Beneficiary		1
2.3		Board		2
2.4		Code		2
2.5		Committee		2
2.6		Common Stock		2
2.7		Compensation		2
2.8		Date of Grant		2
2.9		Employee		2
2.10		Employer		2
2.11		Exercise Date		3
2.12		Fair Market Value		3
2.13		Option		3
2.14		Option Period		3
2.15		Option Price		3
2.16		Participant		3
2.17		Plan		3
2.18		Request for Participation Form, or Request Form		3
2.19		Subsidiary		3
2.20		Valuation Date		4
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1		Eligibility		4
3.2		Leave of Absence		4
3.3		Participation		4

 

i

 

ARTICLE IV
STOCK AVAILABLE
4.1		Number of Shares Available In General		5
4.2		Adjustment In Event of Changes In Capitalization		5
4.3		Shares Unavailable		5
ARTICLE V
OPTION PROVISIONS
5.1		Option Price		6
5.2		Calendar Year $25,000 Limit		6
5.3		Fixed and Determinable Number of Shares		6
ARTICLE VI
PURCHASING COMMON STOCK
6.1		Deductions from Payroll		6
6.2		Deduction and Contribution Changes and Discontinuance		7
6.3		Leave of Absence; Transfer to Ineligible Status		7
6.4		Participant’s Account		8
6.5		Automatic Exercise		8
6.6		Issuance of Shares and Shareholder Rights		8
6.7		Listing, Registration, and Qualification of Shares		9
6.8		Dividend Reinvestment Plan		9
ARTICLE VII
WITHDRAWAL OF DEDUCTIONS; TERMINATION OF EMPLOYMENT
7.1		Discontinuance of Deductions; Leave of Absence; Transfer to Ineligible Status		9
7.2		Termination of Employment for Reasons Other Than Retirement, Disability, or Death		9
7.3		Retirement or Disability		10
7.4		Death		10
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1		Amendment		10
8.2		Termination		11

 

ii

 

ARTICLE IX
MISCELLANEOUS
9.1		Shareholder Approval		11
9.2		Employment Rights		11
9.3		Tax Withholding		11
9.4		Rights Not Transferable		12
9.5		Effect of Certain Transactions		12
9.6		No Repurchase of Stock by SCBT Financial		12
9.7		Governing Law		12

 

iii

 

 

SCBT FINANCIAL CORPORATION

2002 EMPLOYEE STOCK PURCHASE PLAN

(AMENDED AND RESTATED)

(Effective April 28, 2009)

 

ARTICLE I

 

BACKGROUND

 

1.1           Establishment of the Plan.

 

SCBT Financial Corporation, formerly known as First National Corporation (“SCBT Financial”), established this stock purchase plan, now known as the “SCBT FINANCIAL CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN (AMENDED AND RESTATED)” (the “Plan”), effective for the ten-year period commencing July 1, 2002, and terminating June 30, 2012, unless earlier terminated as provided in this document.  The Plan is intended to be an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.

 

1.2           Applicability of the Plan.

 

The provisions of this Plan are applicable only to certain individuals who, on the first day of each Option Period, are Employees of SCBT Financial and its participating subsidiaries.

 

1.3           Purpose.

 

The purpose of the Plan is to enhance the proprietary interest among the Employees of SCBT Financial and its participating subsidiaries through ownership of SCBT Financial Common Stock.

 

ARTICLE II

 

DEFINITIONS

 

Whenever capitalized in this document, the following terms shall have the respective meanings set forth below:

 

2.1           Administrator.

 

Administrator shall mean the person (who may be an officer or employee of SCBT Financial) selected by the Committee to operate the Plan, perform day-to-day administration of the Plan, and maintain records of the Plan.

 

2.2           Beneficiary.

 

Beneficiary shall mean that person so designated by the Participant on a Request Form delivered to the Administrator.  In the event that no validly designated Beneficiary is living at the

 

 

time of a Participant’s death, the estate of the Participant shall be deemed the Participant’s Beneficiary.

 

2.3           Board.

 

Board shall mean the board of directors of SCBT Financial.

 

2.4           Code.

 

Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

 

2.5           Committee.

 

Committee shall mean a committee designated by the Board to have the general responsibility for the administration of the Plan.

 

Subject to the express provisions of the Plan, the Committee shall have plenary authority in its sole and absolute discretion to interpret and construe any and all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations necessary or advisable for administering the Plan. The Committee’s determinations on the foregoing matters shall be conclusive.

 

2.6           Common Stock.

 

Common Stock shall mean the Common Stock, par value $2.50 per share, of SCBT Financial.

 

2.7           Compensation .

 

Compensation shall mean, for any Participant for any payroll period, the Participant’s compensation which is subject to an election to defer under SCBT Financial Employees’ Savings Plan.

 

2.8           Date of Grant.

 

Date of Grant shall mean the first day of each Option Period.

 

2.9           Employee.

 

Employee shall mean a person that is classified as an employee on the payroll records of an Employer (regardless of such person’s legal status or for the purpose of other laws relating to employees).

 

2.10         Employer.

 

Employer shall mean SCBT Financial and any Subsidiary that is designated by the Board as an employer participating in the Plan.

 

2

 

2.11         Exercise Date.

 

Exercise Date shall mean the final day of each Option Period.

 

2.12         Fair Market Value.

 

Fair Market Value of a share of Common Stock for each Option Period shall mean the closing price of the Common Stock on the Nasdaq Stock Market (or such other stock exchange or over-the-counter market which constitutes the primary market for the Common Stock) as of the last business day for which prices are available prior to the Date of Grant or the Exercise Date, as the case may be, for the purposes of Section 5.1.

 

2.13         Option.

 

Option shall mean a right to purchase Common Stock under the Plan.

 

2.14         Option Period.

 

Option Period shall mean the first day through the final day of each calendar quarter that the Plan is in effect.  The Plan may terminate during an Option Period as provided herein.  For the purposes of this paragraph, each calendar year contains four calendar quarters.  Such quarters commence on January 1, April 1, July 1 and October 1.

 

2.15         Option Price.

 

Option Price for each Option Period shall mean the price at which Common Stock may be purchased on an Exercise Date under Section 5.1.

 

2.16         Participant.

 

Participant shall mean any eligible Employee who has elected to participate in the Plan under Section 3.3.

 

2.17         Plan.

 

Plan shall mean the SCBT Financial Corporation 2002 Employee Stock Purchase Plan, as amended and in effect from time to time.

 

2.18         Request for Participation Form, or Request Form.

 

Request for Participation Form, or Request Form, shall mean an Employee’s enrollment form, containing such terms and provisions as may be required by the Administrator for each Option Period.

 

2.19         Subsidiary.

 

Subsidiary shall mean any present or future corporation which is a “subsidiary corporation” of SCBT Financial as defined in Code Section 424.

 

3

 

2.20                            Valuation Date.

 

Valuation Date shall mean those dates on which the Fair Market Value of the Common Stock is measured under Section 5.1 in order to determine the Option Price.

 

Except when otherwise indicated by the context, the definition of any term herein in the singular may also include the plural.

 

ARTICLE III

 

ELIGIBILITY AND PARTICIPATION

 

3.1                                  Eligibility.

 

An Employee becomes eligible to participate in the Plan upon the first Date of Grant of an Option Period following the date upon which he or she is eligible to participate in the SCBT Financial Employees’ Savings Plan; provided that such Employee is customarily scheduled to work at least 20 hours each week.

 

Notwithstanding the foregoing, no Employee shall be eligible to participate during any Option Period if, immediately after the Date of Grant for such Option Period, such Employee would own stock, within the meaning of Section 423(b)(3) of the Code, possessing five percent or more of the total combined voting power or value of all classes of stock of SCBT Financial.  For purposes of this Section, the attribution rules of Code Section 424(d) shall apply in determining stock ownership of any Employee, and stock which the Employee may purchase under outstanding options shall be treated as stock owned by the Employee.

 

3.2                                  Leave of Absence.

 

For purposes of Sections 3.1, 6.3 and 7.1, an individual on a leave of absence from an Employer shall be deemed to be an Employee for the first 90 days of such leave.  For the purpose of the Plan only, such individual’s employment with an Employer shall be deemed to have terminated at the close of business on the ninetieth day of such leave, unless the individual shall have returned to regular employment with an Employer prior to the close of business on such ninetieth day.  Termination of any individual’s leave of absence by an Employer, other than on account of a return to employment with an Employer, shall be deemed to terminate an individual’s employment with the Employer for all purposes of the Plan.

 

3.3                                  Participation.

 

An Employee eligible to participate in the Plan under Section 3.1 for an Option Period may become a Participant in the Plan by completing and forwarding a Request Form to the Administrator by the date established by the Committee.  Once a Request Form is executed by an eligible Employee and approved by the Administrator (or his or her designee), it shall remain in operation until superseded by a subsequent Request Form or until the Plan terminates.  The Request Form shall authorize a regular payroll deduction, as defined in Section 6.1, from the Employee’s Compensation during the Option Period.  In the event that a Participant completely discontinues his payroll deduction under Section 6.2, he shall be ineligible to participate until the

 

4

 

Date of Grant following the six (6) month anniversary of the date he elected to discontinue his payroll deduction.

 

ARTICLE IV

 

STOCK AVAILABLE

 

4.1                                Number of Shares Available In General.

 

Subject to adjustment as provided in this Section 4.1 and in Section 4.2, an aggregate of Three Hundred Thousand (300,000) shares of Common Stock shall be available for purchase pursuant to the provisions of the Plan.  The shares may be authorized and unissued shares or may be shares issued and subsequently acquired by SCBT Financial.  If an Option under the Plan expires or terminates for any reason without having been exercised in whole or in part, the shares subject to such Option that are not purchased shall again be available for subsequent Option grants under the Plan.

 

4.2                                Adjustment In Event of Changes In Capitalization.

 

The aggregate number of shares of Common Stock reserved for purchase under the Plan, as provided in Section 4.1, and the calculation of the Option Price per share for Options granted but not yet exercised, shall be appropriately adjusted to reflect any increase or decrease in the number of issued shares of Common Stock resulting from a stock dividend, stock split, or combination of shares, recapitalization or other change in SCBT Financial’s capitalization, or other distribution with respect to holders of the Common Stock other than normal cash dividends. Such adjustment in outstanding Options shall be made without change in the total price applicable to the unexercised portion of such Options, and with a corresponding adjustment in the Option Price per share.

 

4.3                                Shares Unavailable.

 

If, on any Exercise Date, the aggregate funds available for the purchase of Common Stock would purchase a number of shares in excess of the number of shares then available for purchase under the Plan pursuant to Section 4.1, the following events shall occur:

 

(a)                                 The number of shares that would otherwise be purchased by each Participant shall be proportionately reduced on the Exercise Date in order to eliminate such e