On December 12, 2016, Bank of North Carolina (the “Bank”), the wholly-owned subsidiary of BNC Bancorp (the “Company”), entered into Salary Continuation Agreements (each, an “Agreement” and collectively, the “Agreements”) with each of: (i) Richard D. Callicutt II, President and Chief Executive Officer; (ii) David B. Spencer, Senior Executive Vice President and Chief Financial Officer; and (iii) Ronald J. Gorczynski, Executive Vice President and Chief Accounting Officer. On December 12, 2016, the Bank also entered into an associated Endorsement Split Dollar Agreement (the “Split Dollar Agreement”) with Mr. Gorczynski. The Agreements and the Split Dollar Agreement were each effective as of December 1, 2016. The Bank entered into the agreements with each of the executives to recognize the successful completion of the acquisition and operational conversion of High Point Bank Corporation. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the applicable agreement.

The Agreements are unfunded and designed to be nonqualified deferred compensation retirement plans in compliance with Section 409A of the Code. Each Agreement is a defined benefit program in which the participant is promised a benefit according to a set formula; such benefit is paid to the participant (or his beneficiary) in equal monthly installments starting on the first day of the month immediately after the month in which he attains Normal Retirement Age. Under the Agreements, each executive will receive the following amount each year once he begins to receive his benefit: (i) Mr. Callicutt – $325,500; (ii) Mr. Spencer – $211,000; and (iii) Mr. Gorczynski – $60,000. The benefits received under the Agreements are payable for life and will increase by 1.50% annually for Messrs. Callicutt and Spencer and by 3.00% annually for Mr. Gorczynski. Each participant in the Agreements will fully vest in his benefit upon the occurrence of a Change in Control of the Company. In the event of a Change in Control, each Agreement provides for the specified annual retirement benefit to be payable for life commencing at age 65.

The Split Dollar Agreement provides that in the event of Mr. Gorczynski’s death before the earlier of his Separation from Service or the date he attains age 65, his designated beneficiaries would be entitled to the lesser of (x) $886,275, or (y) 50% of his Net Death Proceeds (his “Interest”). The policy cash surrender value is payable in its entirety to the Bank. If a Change in Control occurs before Mr. Gorczynski’s Separation from Service, at his death his beneficiary would be entitled to his Interest whether he dies before or after Separation from Service.

The foregoing summary of the Agreements and the Split Dollar Agreement is qualified in its entirety by reference to the Agreements, which are attached hereto as Exhibit 10.1, 10.2 and 10.3, and the Split Dollar Agreement, which is attached hereto as Exhibit 10.4, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 – Salary Continuation Agreement, dated as of December 12, 2016, by and between Bank of

North Carolina and Richard D. Callicutt II

Exhibit 10.2 – Salary Continuation Agreement, dated as of December 12, 2016, by and between Bank of

North Carolina and David B. Spencer

Exhibit 10.3 – Salary Continuation Agreement, dated as of December 12, 2016, by and between Bank of

North Carolina and Ronald J. Gorczynski

Exhibit 10.4 – Endorsement Split Dollar Agreement, dated as of December 12, 2016, by and between Bank

of North Carolina and Ronald J. Gorczynski

About BNC Bancorp (NASDAQ:BNCN)

BNC Bancorp is a bank holding company for Bank of North Carolina (BNC or the Bank). BNC is a full service commercial bank principally engaged in the business of attracting deposits from the general public and using those deposits, together with other funding from its lines of credit, to make primarily consumer and commercial loans. It operates through two segments: banking operations and mortgage origination. The primary purpose of the mortgage origination segment is the origination and subsequent sale of residential mortgage loans, while all other banking activities are performed in the banking operations segment. BNC also offers brokerage services, including financial planning, wealth management, private banking and insurance products. The Bank invests in government-sponsored mortgage-backed securities, the United States and government agency securities, municipal and corporate debt securities, and equity securities, among others.

BNC Bancorp (NASDAQ:BNCN) Recent Trading Information

BNC Bancorp (NASDAQ:BNCN) closed its last trading session up +0.60 at 32.00 with 385,887 shares trading hands.