**EXHIBIT 10.1**

 

**AMENDMENT TO THE**

**TENNESSEE COMMERCE BANCORP, INC.**

**2007 EQUITY PLAN**

 

**THIS AMENDMENT** (the “Amendment”) to theTennessee Commerce Bancorp, Inc. 2007 Equity Plan (the “Plan”) is made onthis 20th day of May, 2010 by Tennessee Commerce Bancorp, Inc.(the “Company”).

 

**WHEREAS****,** the Company established thePlan for the benefit of eligible employees and directors;

 

**WHEREAS****,** Section 12.2 of thePlan authorizes the Board of Directors of the Company (the “Board”) to amendthe Plan; and

 

**WHEREAS****,** the Board and theshareholders of the Company have approved an amendment to the Plan to (i) clarifycertain definitions of the Plan, (ii) increase the maximum aggregatenumber of shares with respect to which awards may be granted under the Plan, (iii) revisethe terms of certain equity awards subject to restrictions, and (iv) clarifythe effect of adjustments upon changes in stock.

 

**NOW, THEREFORE****,** the Company hereby amendsthe Plan as follows, effective as of May 20, 2010:

 

**I.****             ****Section 2.9of the Plan is deleted and replaced with the following:**

 

2.9           **Committee**means a committee of Board membersthat is designated by the Board to serve as the administrator of the Plan,provided that the Committee shall be composed of at least two individuals (orsuch number that satisfies section 162(m)(4)(C) of the Code) and shall besolely composed of individuals who are “outside directors” as defined in Treas.Reg. §1.162-27(e)(3) or any successor provision.

 

**II.****           ****Section 3.1 of the Plan is deleted andreplaced with the following:**

 

3.1**          ****Committee.**The Plan shall beadministered by the Committee, such other committee as the Board may designate,or, at the discretion of the Board from time to time, by the Board.  The members of the Committee shall beappointed by, and may be changed at any time and from time to time in thediscretion of, the Board. During any time the Board is acting as administratorof the Plan, it shall have all the powers of the Committee hereunder, and anyreference herein to the Committee (other than in this Section 3.1) shallinclude the Board.

 

**III.****          ****The last sentence of Section 4.3(a) ofthe Plan is deleted and replaced with the following:**

 

Subject to adjustment under Section 12.2, thenumber of shares of Company Stock that may be issued pursuant to Awards underthe Plan (the “Section 4.3 Limit”) shall not exceed, in the aggregate,2,000,000 shares.

 

**IV.****          ****The first sentence of Section 4.3(b) ofthe Plan is deleted and replaced with the following:**

 

The maximum number of shares of Company Stock thatmay be issued subject to Incentive Stock Options is 1,000,000, subject toadjustment under Section 12.1.

 

**V.****           ****Section 6.3of the Plan is deleted andreplaced with the following:**

 

6.3           **Other Terms and Conditions.**  Company Stock, when awarded pursuant to aRestricted Stock Award, will be represented in a book entry account in the nameof the Participant who receives the Restricted Stock Award.  Notwithstanding anything to the contrary inthe Plan, the Participant shall be deemed a Shareholder with respect to theCompany Stock covered by the Restricted Stock Award, including the right tovote such Restricted Stock, subject to the following restrictions: (i) theParticipant shall not be entitled to delivery of the appropriate number ofshares of Company Stock until such shares become vested and transferable; (ii) noneof the shares of Company Stock subject to the Restricted Stock Award may be 

 

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sold,assigned, transferred, pledged, hypothecated or otherwise encumbered ordisposed of (except by will or the applicable laws of descent and distribution)until such shares become vested and transferable; (iii) no dividends orother distributions payable with respect to a share of Company Stock subject toa Restricted Stock Award shall be paid until and unless such share becomevested and transferable, with such dividends or other distributions to beaccumulated, without interest, by the Company (the “Accumulated Dividends”) and(iv) shares of Company Stock subject to a Restricted Stock Award and anyAccumulated Dividends with respect to such shares shall be forfeited and allrights of the Participant to such shares and Accumulated Dividends shallterminate, without further obligation on the part of the Company, unless therequirements of the Restricted Stock Award are satisfied and unless any otherrestricted conditions related to the Restricted Stock are met.  In the event the Company effects arecapitalization, stock split, stock dividend or other event described in Section 12.1,the shares of Company Stock received by the Participant with respect to anyRestricted Stock Award (or any shares of stock issued in substitution thereof)shall be subject to identical restrictions and shall be subject to the terms ofthe Plan.  The Company is not required toissue shares of Company Stock under any Restricted Stock Award until allapplicable requirements of law have been complied with and such shares shallhave been duly listed on any securities exchange or market system on which theCompany Stock may then be listed or traded.

 

**VI.****          ****Section 12.1of the Plan is deleted andreplaced with the following:**

 

12.1         **Adjustments Upon Changes inCompany Stock.**  The numberand kind of shares of Company Stock with respect to which Awards hereunder maybe granted (both overall and individual limitations) and which are the subjectof outstanding Awards, and the maximum number and exercise price thereof, shallbe adjusted as the Committee determines to be appropriate, in the event that:

 

(a)          the Company or an Affiliate effects one or moreCompany Stock dividends, Company Stock splits, reverse Company Stock splits,subdivisions, consolidations or other similar events;

 

(b)         the Company or an Affiliate engages in a transactionto which section 424 of the Code applies; or

 

(c)          there occurs any other event that in the judgment ofthe Committee necessitates such action;

 

provided,however, that if an event described in paragraph (a) or (b) occurs,the Committee shall make adjustments to the limit on Awards specified in Section 4.3that are proportionate to the modifications of the Company Stock that are onaccount of such corporate changes. If any capital reorganization orreclassification of the capital stock of the Company or any consolidation ormerger of the Company with another person, or the sale of all or substantiallyall the Company’s assets to another person, shall be effected such that holdersof Company Stock shall be entitled to receive stock, securities or otherproperty (including, without limitation, cash) with respect to or in exchangefor Company Stock, then each holder of an Option shall thereafter have theright to purchase, upon the exercise of the Option in accordance with the termsand conditions specified herein and in the agreement governing such Option andin lieu of the shares of Company Stock immediately theretofore receivable uponthe exercise of such Option, such shares of stock, securities or other property(including, without limitation, cash) as would be issuable or payable in suchreorganization, reclassification, consolidation, merger or sale with respect toor in exchange for a number of outstanding shares of Company Stock equal to thenumber of shares of Company Stock that would have been immediately theretoforeso receivable with respect to such Option had such reorganization,reclassification, consolidation, merger or sale not taken place, subject tosuch adjustments as the Committee, in its sole discretion, shall determine tobe appropriate.

 

**VI.****          ****Amendmentand Ratification.** The Plan is hereby amended in accordance with theforegoing provisions of this Amendment. The Plan, as amended as providedherein, is hereby ratified and shall remain in full force and effect.

 

**VII.****        ****Defined Terms.** Capitalizedterms used in this Amendment shall have the same meanings as in the Plan unlessotherwise defined herein.

 

**[Signature Page Follows]**

 

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**IN WITNESS WHEREOF**, the undersigned individualhas executed this instrument to signify the adoption of this Amendment by the Companyon the date and year written above.

 

 
| ** ** | **TENNESSEE COMMERCE BANCORP, INC.** |
|------------|-------------------------------------------|
| ** ** | ** **                                |
|       |                                      |
|       | By:                                       | /s/  Michael R. Sapp |
|       |                                      |   |
|       |                                      |   |
|       | Title:                                    | Chairman,  CEO and President |

 

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