BBLC Blockchain Loyalty Corporation (PK)

Item 10. Executive Compensation

Executive Compensation

The following table sets forth for the fiscal year ended June 30, 2007 certain information as to the total remuneration paid by Great Pee Dee and Sentry to Mr. Long, who serves as President and Chief Executive Officer, and the two most highly compensated executive officers of Great Pee Dee and Sentry other than Mr. Long (“Named Executive Officers”). The column entitled “Non-equity incentive plan compensation” has been omitted, as no compensation that would be described in such columns was paid to the Named Executive Officers during the fiscal year ended June 30, 2007. No amounts are included in the “Nonqualified deferred compensation earnings” column for Mr. Long, as such earnings are not preferential or “above market” as defined in Securities and Exchange Commission regulations.

SUMMARY COMPENSATION TABLE

Employment Agreement . Sentry has entered into an employment agreement with Mr. Long that provides for a term of thirty-six months. On each anniversary date, the agreement may be extended for an additional twelve months, so that the remaining term shall be thirty-six months. If the agreement is not renewed, the agreement will expire thirty-six months following the anniversary date. The current base salary for Mr. Long is $155,000. The

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base salary may be increased but not decreased. In addition to the base salary, the agreement provides for, among other things, participation in stock benefit plans and other employee and fringe benefits applicable to executive personnel. The agreement provides for termination by Sentry for cause at any time. In the event Sentry terminates the executive’s employment for reasons other than for cause, or in the event of the executive’s resignation from Sentry upon:

the executive, or in the event of death, his beneficiary, would be entitled to a severance payment in an amount equal to three times the annual rate of base salary (which includes any salary deferred at the election or Mr. Long) at the time of termination, plus the highest annual cash bonus paid to him during the prior three years. Sentry would also continue the executive’s life, health, dental and disability coverage for the remaining unexpired term of the agreement.

The executive’s employment may be terminated upon his attainment of normal retirement age (i.e., age 65) or in accordance with any retirement policy established by Sentry (with executive’s consent). Upon retirement, the executive will be entitled to all benefits available to him under any retirement or other benefit plan maintained by Sentry. In the event of the executive’s disability for a period of six months, Sentry may terminate the agreement provided that Sentry will be obligated to pay the executive his base salary for the remaining term of the agreement or one year, whichever is longer, reduced by any benefits paid to the executive pursuant to any disability insurance policy or similar arrangement maintained by Sentry. In the event of the executive’s death, Sentry will pay his base salary to his named beneficiaries for one year following his death, and will also continue medical, dental, and other benefits to his family for one year.

The employment agreement provides that, following termination of employment, the executive will not compete with Sentry for a period of one year, provided, however, that in the event of a termination in connection with a change in control, the non-compete provisions will not apply.

In connection with the merger agreement entered into between Great Pee Dee and First Bancorp, upon completion of the merger of Great Pee Dee with and into First Bancorp, First Bancorp will enter into an employment agreement with John S. Long. The existing employment agreement between Great Pee Dee and Mr. Long will be terminated, and First Bancorp will make a payment to Mr. Long resulting from this termination. Such payment shall be made in a lump sum of approximately $455,000. In addition, Great Pee Dee will transfer to Mr. Long the title to the automobile being provided to him by Great Pee Dee at the time of completion of the merger.

Severance Agreement . Sentry has entered into a severance agreement with Mr. Digby that provides for a term of 36 months. Upon the occurrence of a Change in Control of Sentry, as defined in the severance agreement, Sentry shall pay the executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay, a cash payment equal to three times the sum of:

In connection with the merger agreement entered into between Great Pee Dee and First Bancorp, upon completion of the merger of Great Pee Dee with and into First Bancorp, Mr. Digby’s severance agreement will be terminated and First Bancorp will make a payment to Mr. Digby resulting from this termination of approximately $303,000, payable in three equal annual installments.

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First Federal Savings and Loan Association of Cheraw Non-Qualified Supplemental Plan . Sentry adopted the First Federal Savings and Loan Association of Cheraw Non-Qualified Supplemental Plan (the “Supplemental Plan”), originally effective as of December 31, 1997, for the benefit of certain employees designated by the plan committee whose accruals under the Sentry Bank & Trust Employee Stock Ownership Plan were reduced due to certain tax law limitations. A supplemental 401(k) Plan feature was later added to the Supplemental Plan to provide a benefit to participants whose contributions to the tax-qualified 401(k) Plan sponsored by Sentry were also reduced due to certain tax law limitations. The Supplemental Plan was frozen effective December 31, 2004, in order to avoid amending the plan to conform to change in the tax laws under Internal Revenue Code Section 409A.

Participants may elect to defer to the Supplemental Plan up to 15% of their compensation reduced by the amount the participant elects to defer to the 401(k) Plan. Additional contributions under the Supplemental Plan include supplemental employer matching contributions and supplemental employee stock ownership plan contributions. Supplemental employee stock ownership plan contributions are equal to the number of shares of Great Pee Dee common stock that the participant would have been allocated under the employee stock ownership plan without giving effect to the tax law limitations, and the number of shares of Great Pee Dee common stock actually allocated to the participant’s account under the employee stock ownership plan for the relevant plan year. Supplemental 401(k) Plan benefits will be distributed at the same time and in the same form as the participant’s benefits under the 401(k) Plan. Supplemental employee stock ownership plan benefits will generally be paid to the participant in cash or, if elected by the participant, in shares of Great Pee Dee common stock, at the same time as the participant’s benefit is distributed under the employee stock ownership plan. Messrs. Watts and Long are the only two participants in the Supplemental Plan. Under the Supplemental Plan, Mr. Watts’ vested account balance consists of approximately 2,754 shares of Great Pee Dee common stock, and cash and other investments of approximately $24,000. Mr. Long’s vested account balance in the Supplemental Plan consists of approximately 2,651 shares of Great Pee Dee common stock, and cash and other investments of approximately $32,000. In connection with the merger of Great Pee Dee and First Bancorp, the Supplemental Plan provides for lump sum distributions to all plan participants.

Employee Stock Ownership Plan . In connection with Sentry’s mutual-to-stock conversion, Great Pee Dee’s Employee Stock Ownership Plan purchased 174,570 shares of the common stock of Great Pee Dee sold in the public offering at a total cost of $1,745,700. The number of shares in the Employee Stock Ownership Plan increased by approximately 17,000 as a result of the 10% stock dividend in fiscal year 2002. The Employee Stock Ownership Plan executed a note payable to Great Pee Dee for the full price of the shares purchased. The note is to be repaid over thirty years in quarterly installments of principal and interest. Interest is based upon the prime rate and will be adjusted annually. Dividends, if any, paid on shares held by the Employee Stock Ownership Plan may be used to reduce the loan. Dividends paid on unallocated shares held by the Employee Stock Ownership Plan are not reported as dividends in the consolidated financial statements. The note may be prepaid without penalty. The unallocated shares of stock held by the Employee Stock Ownership Plan P are pledged as collateral for the note. The Employee Stock Ownership Plan is funded by contributions made by Sentry in amounts sufficient to retire the debt. At June 30, 2007, the outstanding balance of the note was approximately $582,000 and was included in unearned compensation as a reduction of stockholders’ equity.

Shares are released as the debt is repaid and earnings from the common stock held by the Employee Stock Ownership Plan are allocated among active participants on the basis of compensation in the year of allocation. Benefits become 100% vested after seven years of credited service. Forfeitures of non vested benefits will be reallocated among remaining participating employees in the same proportion as contributions.

At June 30, 2007, 78,643 shares held by the Employee Stock Ownership Plan have been released or committed to be released to the plan’s participants for purposes of computing earnings per share. The fair value of the unallocated shares amounted to approximately $1.1 million at June 30, 2007.

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Outstanding Equity Awards at Year End . The following table sets forth information with respect to outstanding equity awards as of June 30, 2007 for the Named Executive Officers. Columns related to stock awards, have been omitted as inapplicable.

Great Pee Dee Bancorp, Inc. Long-Term Incentive Stock Benefit Plan . At Great Pee Dee’s 2003 annual meeting of stockholders, Great Pee Dee’s stockholders approved the Great Pee Dee Bancorp, Inc. Long-Term Incentive Stock Benefit Plan (the “2003 Stock Benefit Plan”). The 2003 Stock Benefit Plan authorizes the issuance of up to 88,388 shares of Great Pee Dee common in a combination of stock options, stock appreciation rights, accelerated ownership option rights and stock awards. However, the merger agreement with First Bancorp prohibits Great Pee Dee from issuing additional securities under the 2003 Stock Benefit Plan.

Upon termination of employment for any reason other than disability, retirement, change in control, death or termination for cause (as those terms are defined in the 2003 Stock Benefit Plan), an employee’s stock options will be exercisable only as to those shares immediately purchasable by or vested in the employee at the date of termination, and such options may be exercised only for three months following termination. All unvested stock awards shall be forfeited. Upon termination because of disability, change in control or death, the employee’s stock options will be exercisable as to all shares, whether or not then exercisable, and stock awards will vest as to all shares subject to an outstanding award, whether or not then vested, and options may be exercised for one year (five years in the event of retirement) following termination. In order to obtain incentive stock option treatment for options exercised by heirs or devisees of an optionee, the optionee’s death must have occurred while employed or within three months of termination of employment. In no event will the exercise period extend beyond the expiration of the stock option term. In the event of termination for cause, awards not exercised or vested will expire upon such termination. Upon termination of a director’s service for any reason other than disability, retirement, change in control, death or termination for cause, the director’s stock options will be exercisable only as to those shares immediately exercisable by or vested in the director at the date of termination, and such options may be exercised for one year following termination. All unvested stock awards will be forfeited. Upon termination of a director’s service because of disability, change in control or death, the director’s stock options will be exercisable as to all shares, whether or not then exercisable, and stock awards will vest as to all shares subject to an outstanding award, whether or not then vested, and options may be exercised for one year (five years in the event of retirement) following termination. In no event will the exercise period extend beyond the expiration of the stock option term. In the event of termination for cause, awards will expire upon such termination.

Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan. At Great Pee Dee’s 1999 annual meeting of stockholders, Great Pee Dee’s stockholders approved the Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan (the “RRP”). Under the RRP, 88,874 shares of common stock were reserved for issuance to key officers and directors with vesting of the awards determined at the time of the grant. All shares previously granted under the RRP have fully vested. As of June 30, 2007, 81,392 shares had been granted under the RRP. The merger agreement with First Bancorp prohibits Great Pee Dee from issuing additional securities under the RRP.

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Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan. At Great Pee Dee’s 1999 annual meeting of stockholders, Great Pee Dee’s stockholders approved the Great Pee Dee Bancorp, Inc. Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan provides for the issuance to directors, officers and employees of Sentry options to purchase up to 242,233 shares of common stock. As of June 30, 2007, 234,999 options had been granted under the Stock Option Plan. The merger agreement with First Bancorp prohibits Great Pee Dee from issuing additional options under the Stock Option Plan.

Options granted to directors, executive officers, and employees vest over terms up to three years. All options will expire if not exercised within ten years from the date of grant. If an individual to whom an option or right was granted ceases to maintain continuous service for any reason (excluding death or disability, and termination of employment by Great Pee Dee or any affiliate following a change in control or for cause (as those terms are defined in the Stock Option Plan)), such individual may, but only for a three month period immediately following cessation of continuous service and in no event after the expiration date of such option or right, exercise such option or right to the extent that such individual was entitled to exercise such option or right at the date of cessation. If an individual to whom an option or right was granted ceases to maintain continuous service by reason of death or disability, or following a change in control, then, generally, all options and rights granted and not fully exercisable shall become exercisable in full upon the happening of such event and shall remain exercisable for a one year period.

Following the disability or death of any individual who has received an option, Great Pee Dee may, upon request by the option holder, elect to pay to the holder an amount of cash equal to the amount by which the market value of the shares covered by the option on the date of termination of employment or service exceeds the exercise price, multiplied by the number of shares with respect to which such option is properly exercised. If the continuous service of an individual to whom an option or right was granted by Great Pee Dee is terminated for cause, all rights under such option or right shall expire immediately upon the effective date of such termination.

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Directors’ Compensation

The following table sets forth for the fiscal year ended June 30, 2007 certain information as to the total remuneration we paid to our directors other than Mr. Long. Compensation paid to Mr. Long for his services as a Director is included in “Executive Compensation—Summary Compensation Table.” The columns entitled “Stock awards,” “Option awards” and “Non-equity incentive plan compensation” have been omitted, as no compensation that would be described in such columns was paid to the Named Executive Officers during the fiscal year ended June 30, 2007. No amounts are included in the “Nonqualified deferred compensation earnings” column as such earnings are not preferential or “above market” as defined in Securities and Exchange Commission regulations.

Sentry pays an $850 monthly retainer to each of its directors, except for the Chairman, who is paid a $1,750 monthly retainer. Each director is also paid $150 for each meeting attended. Great Pee Dee does not pay fees to its directors. Directors are also eligible to participate in stock benefit plans described under “Executive Compensation.” During the year ended June 30, 2007, there were no grants of restricted stock or stock options to directors, other than the grant of reload options in connection with the exercise of previously owned stock options.

First Federal Savings and Loan Association of Cheraw Restated Non-Qualified Deferred Compensation Plan . Sentry adopted the First Federal Savings and Loan Association of Cheraw Restated Non-Qualified Deferred Compensation Plan, which was initially effective December 12, 1977 and was subsequently restated effective as of November 10, 1997 (the “1977 Plan”), for the benefit of certain employees designated by the Board of Directors to participate. The 1977 Plan was frozen effective December 31, 2004, in order to avoid amending the plan to conform to changes in the tax laws under Code Section 409A. Under the 1977 Plan, participants may elect to defer any portion of their compensation by submitting a participation agreement to the plan committee in the calendar year prior to the calendar year in which such deferrals were to commence. Amounts deferred under the 1977 Plan are credited to individual accounts and are credited with interest or earnings attributable to investments made or deemed to be made on behalf of each participant. In addition to participants’ elective deferral contributions, Sentry may make discretionary contributions to participants’ accounts in such amounts as it deems appropriate. In the event of a participant’s termination of employment for any reason, Sentry will pay a benefit equal to the amount credited to the participant’s account, in 120 approximately equal monthly installments over a 10-year period. Payments are generally distributed in cash or, if the participant’s account is primarily invested in shares of common stock, benefits may be distributed in-kind, in 10 annual installments. Prior to commencement of distributions from the plan, a participant may request a lump distribution of his account balance. Lump sum distributions are made at the

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discretion of the committee. Mr. Watts, who is the only participant in the 1977 Plan, has a vested interest in 4,048 shares of Great Pee Dee common stock under the 1977 Plan, and two annuities valued at approximately $220,000 and $160,000, respectively. In connection with the merger of Great Pee Dee and First Bancorp, First Bancorp has agreed to assume and honor the terms of the 1977 Plan.

Great Pee Dee Bancorp, Inc. and Sentry Bank and Trust 2005 Deferred Compensation Plan for Directors; Great Pee Dee Bancorp, Inc. and First Federal Savings and Loan Association of Cheraw Deferred Compensation Plan for Directors . Great Pee Dee and Sentry adopted the Great Pee Dee Bancorp, Inc. and First Federal Savings and Loan Association of Cheraw Deferred Compensation Plan for Directors effective as of March 25, 2002 (the “2002 Plan”), which 2002 Plan was frozen, effective December 31, 2004, in order to avoid amending the 2002 Plan to conform to changes in the tax laws under Internal Revenue Code Section 409A. Great Pee Dee and Sentry subsequently adopted the Great Pee Dee Bancorp, Inc. and Sentry Bank and Trust 2005 Deferred Compensation Plan for Directors as a replacement to the 2002 Plan, effective as of January 1, 2005 (the “2005 Plan”). The 2005 Plan was drafted in a manner intended to comply with the provisions of Internal Revenue Code Section 409A. The general features of the 2002 Plan and the 2005 Plan are similar, except for certain provisions affected by Internal Revenue Code Section 409A. Under the 2002 Plan, Messrs. Crawford, Bennett, Jr., Evans, Jr. and Butler have vested account balances of approximately $36,000, $32,000, $48,000 and $31,000, respectively. In connection with the merger of Great Pee Dee and First Bancorp, the 2002 Plan will be terminated and all participants in the 2002 Plan will receive distributions of their account balances in three equal annual installments.

The 2005 Plan provides that each director of Sentry and Great Pee Dee has the right to elect to defer the receipt of all or any part of his board or committee fees or retainer to which he would ordinarily be entitled during a plan year. A director is fully vested at all times in the amount of compensation he elects to defer and earnings thereon. The plan committee periodically determines a rate of interest to accrue on each director’s account or determines the investments in which the director’s account are deemed to be invested. Compensation deferred under the 2005 Plan and earnings thereon are payable upon the director’s separation from service, death, disability, or upon a change in control. Such payment will be made in the form selected by the director in his deferral agreement, either in a lump sum or in monthly or annual installments payable over a period of three to 15 years, as elected by the director. Distributions will generally be made in cash or to the extent invested in shares of Great Pee Dee common stock, the portion so invested will be distributed in such common stock. In the event of a director’s death prior to termination of service, payment of benefits will be made in a lump sum unless the director elected another form of distribution in his deferral agreement. In the event a director has suffered an unforeseeable emergency, the plan committee may, in its discretion, make a distribution from the director’s account prior to the time specified for payment of benefits under the plan. As of the year ended June 30, 2007, two directors were making deferrals under the 2005 Plan. Messrs. Watts and Evans, Jr., have vested account balances of approximately $1,000 and $34,000, respectively, under this plan. In connection with the merger of Great Pee Dee and First Bancorp, Mr. Watts has elected to receive a lump sum distribution of his account balance and Mr. Evans, Jr., has elected to receive his account balance in installments over a three-year period. Following the distribution of assets thereunder, the 2005 Plan will be terminated.

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