Exhibit 10.2





AMENDMENT TO


STOCK OPTION AGREEMENTS


[B. DeSimone]





This Amendment to Stock Option Agreements (this “Amendment”) is made and entered into as of October 3, 2016, by and between CommunityOne Bancorp, a North Carolina corporation (the “Company) and Beth S. DeSimone (the “Participant”).





WHEREAS,  the Company and the Participant are parties to a Stock Option Agreement dated October 1, 2014, a Stock Option Agreement dated April 15, 2015, and a Stock Option Agreement dated July 31, 2015 (the “October 11, 2014 Option Agreement”, the “April 15, 2015 Option Agreement”, and the “July 31, 2015 Option Agreement”, respectively);





WHEREAS, the Company is party to an Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015 (the “Merger Agreement”);


WHEREAS, the Company and the Participant desire to amend the April 15, 2015 Option Agreement to provide that to the extent that the Options (as defined under the April 15, 2015 Option Agreement) covered by the April 15, 2015 Option Agreement are unvested as of immediately prior to the Effective Time (as defined in the Merger Agreement), the term of such unvested Options shall expire and terminate at 11:59 PM on the date that is 30 days after the date on which the Effective Time occurs (to the extent such Options are not previously forfeited); and


WHEREAS, the Company and the Participant further desire to amend the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement to provide that to the extent that the Options (as defined under such agreements) covered by such agreements are unvested as of immediately prior to the Effective Time, the term of such unvested Options shall expire and terminate immediately prior to the Effective Time (to the extent not previously forfeited);


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration the receipt of which the parties acknowledge, the Company and the Participant agree as follows:


1.  The April 15, 2015 Option Agreement is hereby amended to add the following at the end of Section 1(d):


Notwithstanding anything to the contrary herein, to the extent that the Options are unvested as of immediately prior to the Effective Time (as defined in the Merger Agreement) and become vested pursuant to the terms of this Agreement and the terms of the Merger Agreement (the “Accelerated Options”), the term of such Accelerated Options shall expire and terminate at 11:59 PM on the date that is 30 days after the date on which the Effective Time occurs (to the extent such Options are not  previously forfeited).  “Merger Agreement” means the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015.


2.  Each of the October 1, 2014 Option Agreement and the July 31, 2015 Option Agreement is hereby amended to add the following at the end of Section 1(d):





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Exhibit 10.2





Notwithstanding anything to the contrary herein, to the extent that any of the Options are unvested as of immediately prior to the Effective Time (as defined in the Merger Agreement), the term of such Options shall expire and terminate immediately prior to the Effective Time (to the extent such Options are not  previously forfeited).  “Merger Agreement” means the Agreement and Plan of Merger by and between Capital Bank Financial Corp. and the Company, dated as of November 22, 2015.


3.  This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year written below.








COMMUNITYONE BANCORP  PARTICIPANT:





By:  __ /s/ Robert L. Reid _______  __ /s/ Beth S. DeSimone ______





Title: _ President and CEO  _____  Date: _ 10/3/2016_ ___________





Date: _ 10/3/2016 _____________














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