**Exhibit 10.4**

 

**AMENDMENT TO**

**GUARANTY BANCORP 2005 STOCK INCENTIVE PLAN**

 

Amendment,dated October 28, 2008 (the “Amendment”), to the Guaranty Bancorp 2005Stock Incentive Plan (the “Plan”).

 

**WHEREAS**,Guaranty Bancorp (the “Company”) has adopted the Plan;

 

**WHEREAS**, inorder to avoid certain adverse federal income tax consequences to holders ofcertain awards under the Plan as a result of Section 409A of the InternalRevenue Code of 1986, as amended, the Company desires to implement certainamendments to the Plan; and

 

**WHEREAS**, thePlan authorizes the Board of Directors of the Company to amend or revise theterms of the Plan, except in certain respects not relevant hereto.

 

**NOW, THEREFORE**,the Plan is hereby amended as follows:

 

1.  Clause(ix) of Section 3(b) is deleted in its entirety and clauses (x) through(xiii) are renumbered accordingly.

 

2.  Renumberedclause (xi) of Section 3(b) is amended in its entirety to read asfollows:

 

(xi)to interpret and administer the terms of the Plan to comply with all Tax rules andregulations or any other applicable law and, to the extent the Administratordeems that it is reasonable to do so, to cause any Award that isintended to be exempt from Section 409A of the Code to continue to be soexempt;

 

3.  Section 14shall be amended to add the following sentence to the end thereto to read asfollows:

 

Notwithstandingthe foregoing, to the extent an Award is determined to constitute a “deferral ofcompensation” within the meaning of Section 409A, any such subsequentdeferral shall be made in accordance with the terms of Code Section 409A(a)(4)(C) andthe regulations promulgated thereunder.

 

4.  Anew Section 25 of the Plan is added to read as follows:

 

25.  *Code Section 409A*. Notwithstanding anything to the contrary in this Plan or elsewhere, if aGrantee or Optionee is a “specified employee” as determined pursuant to Section 409Aof the Code as of the date of his or her “separation from service” (within themeaning of Treasury Regulation 1.409A-1(h)) and if any Award provided for inthis Plan or otherwise both (x) constitutes a “deferral of compensation”within the meaning of Section 409A and (y) cannot be paid or providedin the manner otherwise provided without subjecting the Grantee or Optionee to “additionaltax”, interest or penalties under Section 409A of the Code, then any suchpayment or benefit that is 

 

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payable during the first sixmonths following the Grantee’s or Optionee’s “separation from service” shall bepaid or provided to the Grantee or Optionee on the first business day of theseventh calendar month following the month in which his or her “separation fromservice” occurs or, if earlier, at his or her death.  In addition, anypayment, delivery, settlement or exercise of an Award upon a termination ofService that represents a “deferral of compensation” within the meaning of Section 409Aof the Code shall only be paid, delivered, settled or exercised upon a “separationfrom service”.

 

Section 5.               Effectiveness of Amendment.  ThisAmendment shall become effective as of January 1, 2009.

 

Section 6.               Definitions.  Capitalized terms that are notdefined in this Amendment shall have the meanings ascribed thereto in the Plan.

 

Section 7.               Other Provisions Unaffected. Except as modified by this Amendment, the existing provisions of thePlan shall remain in full force and effect.

 

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