EXHIBIT 10.8


 


FIRST AMENDMENT TO THE


FIRST BANK OF HENRY COUNTY


2000 STOCK INCENTIVE PLAN


 


THIS FIRST
AMENDMENT is made as of April 21, 2005, by FirstBank Financial Services, Inc.,
a bank holding company organized under the laws of the State of Georgia (the “Company”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Company and First Bank of Henry County, a bank organized under the laws of the
State of Georgia (the “Bank”), entered into an Agreement and Plan of Share
Exchange (the “Agreement”), effective as of May 20, 2004, pursuant to which the
Bank was reorganized and became a wholly owned subsidiary of the Company,
effective as of February 1, 2005;


 


WHEREAS, prior
to the reorganization, the Bank maintained the First Bank of Henry County 2000
Stock Incentive Plan (the “Plan”), pursuant to which the Board of Directors of
the Bank originally reserved 100,000 shares of the Bank’s stock for issuance;


 


WHEREAS,
pursuant to the Agreement, the Company assumed sponsorship of and became the
successor to the Plan with respect to all of the Bank’s rights, duties and
obligations thereunder;


 


WHEREAS, the
Board of Directors of the Company desires to amend the Plan to change its name
and to reflect that awards made pursuant to the Plan will be settled in shares
of the Company’s common stock;


 


WHEREAS, the
Board of Directors of the Company also wishes to amend the Plan to increase the
number of shares reserved for issuance thereunder from 100,000 to 250,000; and


 


WHEREAS, the
adoption of the First Amendment to the Plan shall be deemed to be the adoption
of new Plan as provided in Treasury Regulations issued pursuant to Section 422
of the Internal Revenue Code of 1986, as amended.


 


NOW,
THEREFORE, effective as of February 1, 2005, the Company does hereby rename the
Plan as the FirstBank Financial Services, Inc. 2005 Stock Incentive Plan and
amends the Plan as follows:


 


1.             By
replacing the word “Bank” with the word “Company” in each place it appears in
the Plan, except in Sections 1.1(a), 1.1(d) and 1.1(p) of the Plan.


 





















 


2.             By
adding the phrase “or the Company” immediately following the word “Bank” in
each place it appears in Section 1.1(d).


 


3.             By
adding the following new Section 1(f-1):


 


“(f-1)       ‘Company’ means
FirstBank Financial Services, Inc., a bank holding company organized under the
laws of Georgia.”


 


4.             By
deleting the existing Section 1.1(p) and substituting therefor the following:


 


“(p)         ‘Plan’      means
the FirstBank Financial Services, Inc. 2005 Stock Incentive Plan.”


 


                5.             By
deleting the first sentence of Section 2.2 and substituting therefor the
following:


 


“Subject to adjustment in accordance with Section 5.2, 250,000 shares
of Stock (the ‘Maximum Plan Shares’) are hereby reserved exclusively for
issuance pursuant to Stock Incentives, all of which may be issued pursuant to
Incentive Stock Options.”


 


Except as
specifically amended hereby, the remaining provisions of the Plan shall remain
in full force and effect as prior to the adoption of this First Amendment.


 


IN WITNESS
WHEREOF, the Company has caused this First Amendment to be executed as of the
day and year first above written.


 


	
   

  	
  FIRSTBANK
  FINANCIAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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