TRIDENT BANCSHARES, INC. 200[ ] STOCK OPTION PLAN

EXHIBIT 10.1

TRIDENT BANCSHARES, INC.

200[  ] STOCK OPTION PLAN

The purposes of the Plan are: (i) to assist the Company in securing and retaining key employees and directors of outstanding ability by making it possible to offer them an increased incentive to join or continue in the service of the Company; and (ii) to increase the key employees’ efforts for the Company’s welfare by participating in the ownership and growth of the Company. The Options granted under the Plan may either be Incentive Stock Options or Non-Qualified Stock Options as specified in the Option Agreement. Any Option that fails to qualify as an ISO shall be a NQSO.

Subject to adjustments pursuant to the provisions of Section 14, there shall be authorized and reserved for issuance upon the exercise of Options to be granted under the Plan, [            ] ([            ]) shares of Common Stock. If an Option expires or terminates for any reason without being exercised in full, the unpurchased shares subject to such Option shall again be available for purposes of the Plan.

The Committee, whose members shall not be participants in the Plan, will have complete authority to interpret the Plan, make grants, and determine terms and conditions within the context of the Plan.

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Stock Option Plan

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The following persons are eligible to receive Options under the Plan: Full-time key employees or directors of the Company or its qualifying subsidiaries who are selected by the Committee from time to time and who, in the opinion of the Committee, have contributed in the past or who may be expected to contribute materially in the future to the successful performance of the Company.

The Board, upon recommendation of the Committee, may grant Options to full-time key employees of the Company as desirable. Any Option granted hereunder shall have a per share option exercise price at least equal to the fair market value of a share of the Common Stock on the date of the grant, except as stated in paragraph 10 below. The Option exercise price shall be subject to adjustments in accordance with the provisions of Section 14 herein.

Subject to the provisions of Section 9 herein, the period during which each Option may be exercised shall be fixed by the Committee at the time such Option is granted, but such period shall expire not later than ten years from the date the Option is granted.

The Options shall be exercised by written notice, delivered to the Secretary of the Company and signed by the Optionee or his or her successors stating the number of shares with respect to which the Option is being exercised. Payment in full of the Option price of the said shares must be made at the time of exercise, and payment must be made in immediately available funds.

All unexercised Options will terminate pursuant to their terms; provided, however, that no Option shall remain exercisable later than ninety (90) days after Optionee’s separation or termination from the Company by reason other than death or permanent disability. If an Optionee should die or become permanently disabled prior to separation or termination from the Company or within three (3) months after such separation or termination, the right of the Optionee or his or her successor in interest to exercise an Option shall terminate not later than twelve (12) months after the date of death or permanent disability. During such periods, all unexercised Options may be exercised by the Optionee or his or her legal representative in the event of death or permanent disability.

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Stock Option Plan

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The following limitations apply to Incentive Stock Options:

Options granted under this Plan are nontransferable except by will or by the laws of descent and distribution. No shares shall be delivered pursuant to any exercise of an Option until the requirements of such laws and regulations, as may be deemed by the Board to be applicable to them, are satisfied and until payment in full as described in Section 8 of the Option price is received by the Company.

An Optionee will have no rights as a shareholder until a stock certificate for the Common Stock is issued. Nothing in the Plan, in any Option Agreement or resulting stock ownership, will give to an Optionee any right to continuation of employment.

All Options granted hereunder pursuant to any single Option Agreement shall vest in equal amounts over a vesting period not less than three (3) years in duration; provided, however, that an Option Agreement may provide for the acceleration of vesting upon terms that are consistent with policy guidelines published by the Office of the Comptroller of the Currency (“OCC”). Any Option granted hereunder shall contain additional terms which are not inconsistent with the terms of this Plan, as the Board or the Committee deems necessary or desirable.

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Stock Option Plan

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In the event of a capital adjustment resulting from a stock dividend, stock split, reorganization, merger, consolidation, or a combination or exchange of shares, the number of shares of stock subject to this Plan and the number of shares under any Option granted hereunder shall be adjusted consistent with such capital adjustment. The price of any share under Option shall be adjusted so that there will be no change in the aggregate purchase price payable upon the exercise of any such Option. The granting of an Option pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reorganizations, reclassifications, or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

After any merger, consolidation or reorganization of any form involving the Company as a party thereto involving any exchange, conversion, adjustment or other modification of the outstanding shares of the Company’s Common Stock, each Optionee at the time of such reorganization shall, at no additional cost, be entitled, upon any exercise of his or her Option, to receive, in lieu of the number of shares as to which such option shall then be so exercised, the number and class of shares of stock or other securities or such other property to which such Optionee would have been entitled pursuant to the terms of the agreement of merger or consolidation, if at the time of such merger or consolidation, such Optionee had been a holder of record of a number of shares of the Common Stock of the Company equal to the number of shares as to which such Option shall then be so exercised. Comparable rights shall accrue to each Optionee in the event of successive mergers or consolidations of the character described above.

The foregoing adjustments and the manner of their application will be in the sole discretion of the Committee to determine.

Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Company each Option granted under the Plan shall terminate.

The Board of the Company shall have the right, at any time, to amend, suspend or terminate the Plan; provided, however, no amendments shall be made in the Plan without the approval of the stockholders of the Company which:

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Stock Option Plan

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The Plan shall take effect on                     , 200[  ], and shall terminate on                     , 201[  ] [TEN YEARS LATER]. No Options may be granted under the Plan after its termination date, but any Option granted prior thereto may be exercised in accordance with its terms. The Plan and all Options granted pursuant to it are subject to all laws, approvals, requirements and regulations of any governmental authority which may be applicable thereto and, notwithstanding any provisions of the Plan or Option Agreement, the holder of an Option shall not be entitled to exercise his or her Option nor shall the Company be obligated to issue any shares to the holder if such exercise or issuance shall constitute a violation by the holder or the Company of any provisions of any such approval requirements, law or regulations.

The OCC or the Federal Deposit Insurance Corporation (“FDIC”) may direct the Company to require plan participants to exercise or forfeit their stock options upon the occurrence of one of the following events: (1) the Company’s bank subsidiary’s capital falls below regulatory minimums as set forth in 12 CFR 3, or a higher requirement as the OCC or FDIC may determine, or (2) the existence of the stock options impairs the Company’s ability to raise capital.

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