Exhibit 10.1






 
 

 


 


Exhibit 10.1              


 


Amendment No. 1 Southern First
Bancshares, Inc. 2000 Stock Incentive Plan adopted October 21, 2008.

 

 


 

 

 





 


 

 


 


Exhibit 10.1


SOUTHERN FIRST BANCSHARES, INC.


2000 STOCK INCENTIVE PLAN


 


AMENDMENT
NO. 1


 ADOPTED
BY THE BOARD OF DIRECTORS 


OCTOBER
21, 2008


 

 


First, the Board
amended the
definition of "Fair Market Value" found in Article I by deleting it
in its entirety and replacing it with the following:

 


"Fair
Market Value" on any date shall mean: 

 

(i)        if the Stock is readily tradable on an established
securities market (as defined in Treasury Regulation § 1.897-1(m)), the closing
sales price of the Stock on the trading day immediately preceding such date on
the securities exchange having the greatest volume of trading in the Stock
during the 30-day period preceding the day the value is to be determined or, if
such exchange was not open for trading on such date, the next preceding date on
which it was open;

 

(ii)       if the Stock is not traded on any securities
exchange (as defined in Treasury Regulation §1.897-1(m)), the average of the
closing high bid and low asked prices of the Stock on the over-the-counter
market on the day such value is to be determined, or in the absence of closing
bids on such day, the closing bids on the next preceding day on which there
were bids; or 

 

(iii)      if the Stock also is not traded on the
over-the-counter market, the fair market value as determined in good faith by
the Board or the Committee by application of a reasonable valuation method
consistently applied and taking into consideration all available information
material to the value of the Company; factors to be considered may include, as
applicable, the value of tangible and intangible assets of the Company, the
present value of future cash-flows of the Company, the market value of stock or
equity interests in similar corporations which can be readily determined
through objective means (such as through trading prices on an established
securities market or an amount paid in an arm’s length private transaction), and
other relevant factors such as control premiums or discounts for lack of
marketability.  For purposes of the foregoing, a valuation prepared in
accordance with any of the methods set forth in Treasury Regulation §
1.409A-1(b)(5)(iv)(B)(2), consistently used, shall be rebuttably presumed to
result in a reasonable valuation.  This paragraph is intended to comply with
the definition of “fair market value” contained in Treasury Regulation §
1.409A-1(b)(5)(iv) and should be interpreted consistently therewith.

 


          


 


	
	



 



 


 

 


 


Second, the Board adopted, and made an
integral part of the Plan, Article X, Section 10.7 to read as follows:

 


             10.7          Amendment
to Meet the Requirements of Code Section 409A.  It is intended that this Plan
and any Options granted under this Plan comply with or meet an exemption from
Section 409A of the Code, so that the income inclusion provisions of Code
Section 409A(a)(1) do not apply to an Optionee. Optionee acknowledges that the
Board shall have the sole discretion and authority to amend the Plan and any
Stock Option Agreement hereunder including, but not limited to, increasing the
Exercise Price and/or changing the exercise period, payment periods, or
restrictions of any Option in the event that the Fair Market Value of the Stock
is subsequently determined to be greater than the Exercise Price initially
established at the time of grant, to the extent necessary to cause the Plan or
such Options to comply with the provisions of Code Section 409A. Such amendment
may be retroactive to the extent permitted by Section 409A of the Code, and
shall not require the consent of the Optionee.

 


IN WITNESS WHEREOF, the Company has
caused this Amendment No. 1 to the Plan to be executed as of October 21, 2008
in accordance with the authority provided by the Board of Directors.

 

 


                                                         SOUTHERN
FIRST BANCSHARES, INC.

 


                                                         By:     /s/ R. Arthur Seaver, Jr.      
                  



                                                                   Name:
R. Arthur Seaver, Jr.


                                                                   Title: 
Chief Executive Officer