SOUTHERN COMMUNITY FINANCIAL CORPORATION
RESTRICTED STOCK PLAN
Southern Community Financial Corporation, a North Carolina corporation (the “Corporation”), does
herein set forth the terms of its Restricted Stock Plan (the “Plan”), which was adopted by the Corporation’s
Board of Directors (the “Board”).
Purpose of the Plan . The purpose of this Plan is to provide for the grant of authorized but
unissued shares of its common stock, no par value (“Common Stock”), subject to certain restrictions ("Restricted
Stock") to eligible directors, officers and employees of the Corporation. The Corporation believes that
participation in the ownership of the Corporation by such individuals will be to the mutual benefit of the
Corporation and the Grantees. The existence of this Plan will make it possible for the Corporation and any of its
subsidiaries to attract and retain capable individuals to participate in the success of the Corporation.
Administration of the Plan . (a) This Plan shall be administered by the Compensation
Committee of the Board (the "Committee").
(b) The Committee shall decide to whom Restricted Stock shall be granted under this Plan (“Grantee”),
the number of shares of Restricted Stock to be granted to each Grantee, the vesting period and other conditions
to which the shares of Restricted Stock shall be subject, and such additional terms and conditions for such
Restricted Stock as the Committee deems appropriate. The Committee shall interpret the Plan and prescribe,
amend and rescind any rules and regulations regarding the Plan. All interpretations and constructions of the Plan
by the Committee shall be final and conclusive.
(c) A majority of the Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved unanimously in writing by the Committee,
shall be considered as valid actions by the Committee.
(d) The Committee may designate any officers