GEORGIA-CAROLINA BANCSHARES, INC.
2004 INCENTIVE PLAN
The purposes of the 2004 Incentive Plan are to encourage Eligible Individuals to increase their efforts to make
Georgia-Carolina Bancshares, Inc. and each of its Subsidiaries more successful, to provide an additional
inducement for such Eligible Individuals to continue to provide services to the Corporation or a Subsidiary as an
employee, consultant, non-employee director, or independent contractor, to reward such Eligible Individuals by
providing an opportunity to acquire incentive awards on favorable terms and to provide a means through which the
Corporation may attract able persons to enter the employment of or engagement with the Corporation or one of its
Subsidiaries. Such incentive awards may, in the discretion of the Board, consist of Stock (subject to such
restrictions as the Board may determine or as provided herein), Performance Units, Stock Appreciation Rights,
Incentive Stock Options, Non-Qualified Stock Options, Phantom Stock, or any combination of the foregoing, all
as the Board, in each case, may determine.
“Award” means an Incentive Stock Option, a Non-Qualified Stock Option, Restricted Stock Award, Stock
Appreciation Rights, Performance Units, or Phantom Stock granted hereunder.
“Award Agreement” means an agreement entered into between the Corporation and the applicable
Participant, setting forth the terms and provisions applicable to the Award then being granted under this Plan, as
further described in Section 2.5 of the Plan.
“Board” means the Board of Directors of the Corporation.
“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code
shall include reference to any successor provision of the Code.
“Committee” means the Stock Option Committee, if any, appointed by the Board. If no Committee is
appointed by the Board, the Board shall function in place of the Committee.
“Corporation” means Georgia-Carolina Bancshares, Inc.