0001144204-13-015908 Sample Contracts

RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks • North Carolina

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is made and entered into as of the 2nd day of October, 2012 (the “Effective Date”), by and between BNC Bancorp, a North Carolina corporation (the “Corporation”), Bank of North Carolina (the “Bank”), a state chartered commercial bank, and W. Swope Montgomery, Jr. (the “Participant”).

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RESTRICTED STOCK AWARD CANCELLATION AGREEMENT
Restricted Stock Award Cancellation Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks • North Carolina

THIS RESTRICTED STOCK AWARD CANCELLATION AGREEMENT (the “Cancellation Agreement”), dated effective as of November 9, 2012, is between BNC Bancorp, a North Carolina corporation (the “Company”), Bank of North Carolina, a state charted commercial bank (the “Bank”), and Richard D. Callicutt II (the “Participant”).

Amendment of the Amended Employment Agreement
Employment Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks

This Amendment of the Amended Employment Agreement (this “Amendment”) is entered into and shall be effective as of this 18th day of December, 2012, by and among BNC Bancorp, a North Carolina corporation (the “Corporation”), Bank of North Carolina, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”), and W. Swope Montgomery Jr. (the “Executive”).

AMENDMENT NUMBER 2 TO THE INVESTMENT AGREEMENT
Investment Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks

This Amendment Number 2 to the Investment Agreement by and between the Company and the Investor, dated June 14, 2010 and as amended on May 31, 2012 (the “Investment Agreement”) is dated as of February 7, 2013, between BNC Bancorp, a corporation organized under the laws of North Carolina (the “Company”), and Aquiline BNC Holdings LLC, a Delaware limited liability company (including its successors and assigns, the “Investor”).

Amendment of the Amended Employment Agreement
Employment Agreement • March 18th, 2013 • BNC Bancorp • National commercial banks

This Amendment of the Amended Employment Agreement (this “Amendment”) is entered into and shall be effective as of this 18th day of December, 2012, by and among BNC Bancorp, a North Carolina corporation (the “Corporation”), Bank of North Carolina, a North Carolina-chartered bank and wholly owned subsidiary of the Corporation (the “Bank”), and David B. Spencer (the “Executive”).

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