Exhibit
10.1
FOUR OAKS FINCORP,
INC.
SECOND AMENDED AND
RESTATED
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE
PLAN
1.
PURPOSE
The purpose of the Plan
is to provide the shareholders of record of the Company’s
Common Stock with a simple and convenient method of investing cash
dividends and optional cash payment in shares of Common Stock. To
the extent that new shares of Common Stock will be purchased from
the Company, the Company will receive additional funds to finance
the continuing operations of the Company.
2.
FEATURES
Participants in the
Plan:
·
Will have cash dividends
on their shares of Common Stock automatically reinvested in
additional shares of Common Stock;
·
May elect to make
optional cash payments from $20.00 to $1,000.00 per quarter for
additional Common Stock purchases;
·
Will receive full
investment use of funds because the Plan provides for crediting of
fractional shares (calculated to four decimal places) and
reinvestment in additional shares;
·
Will pay no accountant
fees for the reinvestment of dividends or optional cash
payments;
·
Will receive quarterly
statements from the Agent reflecting total dividends and optional
cash payments, the price paid for shares purchased, and the total
shares held in the participant’s account; and
·
Will enjoy safekeeping
of shares purchased pursuant to the Plan, including protection
against loss, theft, or inadvertent destruction of
certificates.
3.
ADMINISTRATION
Registrar and Transfer
Company will administer the Plan and serve as agent (the
“Agent”) for Plan participants. The Agent keeps
records, sends statements of account to each participant, and
performs other duties related to the Plan. Shares purchased
under the Plan are registered in the name of the Agent or in the
name of its nominee, and credited to the accounts of the
participants in the Plan. Questions and communications regarding
the Plan should include your account number and should be directed
to:
Registrar and Transfer
Company
10 Commerce Drive,
Cranford, New Jersey 07016
Telephone:
1-800-368-5948; 1-908-497-2300
4.
PARTICIPATION
A.
ELIGIBILITY
Any holder of record of
the Company’s Common Stock is eligible to participate in the
Plan at any time. Beneficial owners of shares of Common Stock whose
shares are registered in names other than their own (for example,
in the name of a broker, bank, or other nominee) and who wish to
participate in the Plan must become owners of record by having the
number of shares they wish to enroll in the Plan transferred into
their names. Tentatively, they must make arrangements for the
nominees or other holders of record to participate in the Plan on
behalf of such beneficial owners.
B.
ENROLLMENT IN THE
PLAN
An eligible shareholder
may join the Plan at any time by completing an Authorization Card
and returning it to the Agent at the above address. Authorization
Cards may be obtained at any time by contacting the
Agent.
For new enrollees,
participation will commence with the next dividend payable after
receipt of authorization provided it is received by the Agent by
the fifth business day prior to the record date for the dividend.
If an Authorization Card is received after the fifth business day
prior to the record date established for a particular dividend, the
reinvestment of dividends under the Plan will begin with the next
succeeding dividend. The Company expects to set quarterly dividend
and record payment dates for Common Stock on or about the following
dates:
|
|
|
|
Approximate Record Date
|
Approximate Payment Date
|
|
February 28
|
March 8
|
|
May 31
|
June 8
|
|
August 31
|
September 8
|
|
November 30
|
December 8
|
To participate in the
optional cash payment feature, a personal check drawn on a U.S.
bank and made payable to Registrar and Transfer Company should be
sent together with the payment form which is attached to the
quarterly statement participants receive after their initial
dividend has been invested. Cash payments can only be made for
participants who have had at least one dividend reinvested pursuant
to the Plan.
Shareholders enrolled in
the Plan will remain enrolled unless they terminate their
participation by giving written notice to the Agent as described
below.
5.
NUMBER OF SHARES SUBJECT
TO THE PLAN
Shareholders of record
may participate in the Plan with respect to all or any portion of
the shares of Common Stock registered in their name. If a
shareholder wishes to participate in the Plan with less than all of
such shareholder’s shares, the shareholder must notify the
Agent in writing to that effect. Otherwise, it will be assumed that
the shareholder intends to participate in the Plan with respect to
all shares owned. Also, if a participant wishes to change the
number of shares of Common Stock subject to the Plan, the
participant must notify the Agent in writing to that effect. Any
such notification received by the Agent after the fifth business
day prior to a dividend payment date will not be effective until
the next quarter.
6.
COSTS
The Agent will provide
the service of reinvesting a participant’s dividends paid on
the Company’s Common Stock or optional cash payments at no
cost to the shareholder. No administrative costs of the Plan will
be paid by the Company. No brokerage commissions or fees will be
charged for purchases of shares made under the Plan by the Agent
directly from the Company out of authorized but issued shares of
the Company. The Company presently intends to bear the costs of
brokerage commissions or fees incurred as a result of any purchases
made under the Plan on the open market. The Company may change or
eliminate this policy entirely upon written notice to participants.
The reinvestment of dividends does not relieve the participant of
any income tax that may be payable on the dividends or on any
brokerage commissions or fees paid by the Company.
7.
PURCHASES UNDER THE
PLAN
A.
METHOD OF
PURCHASE
The Agent automatically
will receive the full amount of dividends paid on both the shares
held by participants and any additional full or fractional shares
acquired under the Plan, as well as any optional cash payments made
by participants. The Agent will use these funds to purchase shares
of the Company’s Common Stock for Plan participants from the
Company’s authorized but unissued shares. Purchases also may
be made on any securities exchange where such shares are traded, in
the over-the-counter market, or in negotiated
transactions.
B.
NUMBER OF SHARES
PURCHASED
The number of shares
purchased under the Plan for each participant will depend on the
amount of dividends reinvested and optional cash payments made to
the participant’s account and the purchase price of the
Common Stock. Therefore, each participant’s account will be
credited with the number of shares, including a fractional share
computed to four decimal places, equal to the total amount invested
under the Plan by the participant (dividends and optional cash
payment), divided by the applicable purchase price per share of the
Common Stock.
C.
TIMING OF
PURCHASES
The Agent will purchase
shares as soon as practicable after cash dividends are paid in the
quarters when such payments are made. In other quarters, the Agent
generally will purchase shares on the first business day of the
quarter. Purchases will include dividends to be reinvested and
optional cash payments as of the date of purchase, as applicable.
The Agent will use every reasonable effort to reinvest all
dividends promptly after receipt and in no event later than 30 days
after receipt unless such investments are restricted by any
applicable state or federal securities laws.
No interest will be paid
on dividends or optional cash payments pending reinvestment for any
reason the Agent is precluded from acquiring shares for 90
consecutive days, the Agent will promptly remit all cash dividends
and optional cash payments held in the participant’s Plan
account to the participant after such 90th day.
D.
PURCHASE
PRICE
The purchase price of
original issue shares of Common Stock purchased directly from the
Company will be determined once each quarter by the Board of
Directors of the Company base
