Exhibit 10.3


 


AMENDMENT TO


GUARANTY BANCORP EXECUTIVE CASH INCENTIVE PLAN


 


Amendment,
dated October 27, 2008 (the “Amendment”), to the Guaranty Bancorp
Executive Cash Incentive Plan (the “Plan”).


 


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


 


WHEREAS, in order to avoid certain adverse federal income
tax consequences to holders of certain awards under the Plan as a result of Section 409A
of the Internal Revenue Code of 1986, as amended, the Company desires to
implement certain amendments to the Plan; and


 


WHEREAS, the Plan authorizes the Company to amend or revise
the terms of the Plan.


 


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


 


1.  The second sentence of the first paragraph of
the section entitled “Payment of Awards” is amended in its entirety to read as
follows:


 


“Any
Award with respect to a Performance Period will be paid within the period that
is 21⁄2 months after the end of the calendar year in which the Performance Period
ends.”


 


2.
The second sentence of the second paragraph of the section entitled “Payment of
Awards” is amended by adding the following to the end thereof:


 


“and
will be paid at the same time as other Awards are paid under the Plan (as
described in the preceding paragraph)”


 


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


 


CODE SECTION 409A.


 


The Awards under this Plan
are generally intended to be exempt from Section 409A of the Internal
Revenue Code of 1986 (“Section 409A”) as short-term deferral.  However, notwithstanding the foregoing or
anything to the contrary in this Plan or elsewhere, if a Participant is a “specified
employee” as determined pursuant to Section 409A as of the date of his or
her “separation from service” (within the meaning of Treasury Regulation
1.409A-1(h)) and if any Award provided for in this Plan or otherwise both (x) constitutes
a “deferral of compensation” within the meaning of Section 409A and (y) cannot
be paid or provided in the manner otherwise provided without subjecting the
Participant to “additional tax”, interest or penalties under Section 409A,
then any such payment that is payable during the first six months following the
Participant’s “separation from service” shall be paid in a lump sum to the
Participant on the first business day of the seventh calendar month following
the month in which his or her “separation from 


 

















 


service” occurs or, if
earlier, at his or her death.  In addition, any payment of an Award upon a
termination of employment that represents a “deferral of compensation” within
the meaning of Section 409A shall only be paid, delivered, settled or
exercised upon a “separation from service”.


 


4.  Effectiveness
of Amendment.  This Amendment shall
become effective as of January 1, 2009.


 


5.  Definitions.
Capitalized terms that are not defined in this Amendment shall have the
meanings ascribed thereto in the Plan.


 


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


 


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