**Exhibit 10.2**

 

**AMENDMENT TO**

**GUARANTY BANCORP EMPLOYEE SEVERANCE PAY PLAN**

 

Amendment,dated October 27, 2008 (the “Amendment”), to the Guaranty Bancorp EmployeeSeverance Pay Plan (the “Plan”).

 

**WHEREAS**, GuarantyBancorp (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 Company to amend or revise the terms of the Plan.

 

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

 

1.  A new section entitled “Code Section 409A”is added after the section entitled “Amendment or Termination of the Plan” toread as follows:

 

**CODE SECTION 409A.**

 

TheCompany intends that the Severance Benefits payable under this Plan shall be exemptfrom Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)and shall be deemed not to be a “deferral of compensation” subject to Section 409Ato the extent provided in the exceptions in Treasury Regulation Sections1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation payplans,” including the exception under subparagraph (iii)) and other applicableprovisions of Treasury Regulation Section 1.409A-1 through A-6.  The Plan shall be interpreted, construed andadministered in accordance with the foregoing intent.

 

Notwithstandingthe foregoing or anything to the contrary in this Plan or elsewhere, if anEligible Employee is a “specified employee” as determined pursuant to Section 409Aas of the date of his or her “separation from service” (within the meaning ofTreasury Regulation 1.409A-1(h)) and if any Severance Benefits 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 Eligible Employee to “additionaltax”, interest or penalties under Section 409A, then any such payment thatis payable during the first six months following the Eligible Employee’s “separationfrom service” shall be paid in a lump sum to the Eligible Employee on the firstbusiness day of the seventh calendar month following the month in which his orher “separation from service” occurs or, if earlier, at his or her death. In addition, any payment of Severance Benefits upon a termination of employmentthat represents a “deferral of compensation” within the meaning of Section 409Ashall only be paid, delivered, settled or exercised upon a “separation fromservice”.

 

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Notwithstandinganything to the contrary in this Plan or elsewhere, any payment or benefit hereunderthat is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or(C) shall be paid or provided to the Eligible Employee only to the extentthat the expenses are not incurred, or the benefits are not provided, beyondthe last day of the second taxable year of the Eligible Employee following thetaxable year of the Executive in which the “separation from service” occurs;and provided further that such expenses are reimbursed no later than the lastday of the third taxable year following the taxable year of the EligibleEmployee in which the “separation from service” occurs.  Except asotherwise expressly provided herein, to the extent any expense reimbursement orthe provision of any in-kind benefit under this Plan is determined to be subjectto Section 409A, the amount of any such expenses eligible forreimbursement, or the provision of any in-kind benefit, in one calendar yearshall not affect the expenses eligible for reimbursement in any other taxableyear, in no event shall any expenses be reimbursed after the last day of thecalendar year following the calendar year in which the Eligible Employeeincurred such expenses, and in no event shall any right to reimbursement or theprovision of any in-kind benefit be subject to liquidation or exchange foranother benefit.

 

Section 2.        Effectiveness of Amendment.  This Amendment shall becomeeffective as of January 1, 2009.

 

Section 3.        Definitions.Capitalized terms that are not defined in this Amendment shall have themeanings ascribed thereto in the Plan.

 

Section 4.        Other Provisions Unaffected.  Except as modified by thisAmendment, the existing provisions of the Plan shall remain in full force andeffect.

 

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