Unassociated Document


    Exhibit
10.2

     

    AMENDMENT
NUMBER ONE TO THE

    TERMS
AND CONDITIONS

    TO
THE INCENTIVE STOCK OPTION AWARD

    PURSUANT
TO

    GRAND
RIVER COMMERCE, INC.

    2009
STOCK INCENTIVE PLAN

    


    This
Amendment Number One (the “Amendment”) to the Terms and Conditions to the
Incentive Stock Award Agreement by and between Grand River Commerce, Inc. (the
“Company”) and Robert P. Bilotti (the “Participant”) is entered into this
31st
day of January, 2011.

    


    WHEREAS, the Company granted
certain options to the Participant under the Grand River Commerce, Inc. 2009
Stock Incentive Plan (“Plan”) pursuant to the Participant’s Executive Employment
Agreement, dated April 30, 2009 with Grand River Bank, a wholly-owned subsidiary
of the Company, and pursuant to the terms of an Award Agreement (herein so
called) dated June 23, 2009, subject to Terms and Conditions attached thereto;
and

    


    WHEREAS, Participant is
expected to terminate his salaried employment with the Bank on or about January
31, 2011 (“Effective Date”) and continue to serve as a non-salaried Chairman of
the Bank; and

    


    WHEREAS, in connection with
such changes in the scope of his employment with the Bank, the Company and the
Participant wish to modify certain provisions of the Terms and Conditions
applicable to the Options granted to Participant under the Award Agreement;
and

    


    NOW, THEREFORE, Participant
and the Company hereby agree as follows:

    


    1. Modification and Extension
of Options.  The Award Agreement and the Terms and Conditions
attached thereto are hereby modified as follows:

     

    (a) Vesting of
Options.  All Options granted to Participant under the Award
Agreement that have not been exercised as of the Effective Date shall continue
to vest and become exercisable pursuant to Schedule 1 of the Award
Agreement.

     

    (b) Term of
Options.  All Options granted to Participant under the Award
Agreement may be exercised at any time during the term of the Option determined
under Section 3(c) of the Terms and Conditions without regard to Participant’s
termination of employment.

     

    2. Affect on Incentive
Status.  Participant understands that the Options granted under
the Award Agreement will cease to be incentive stock options (within the meaning
of Section 422 of the Internal Revenue Code) on the date that is three months
after the Effective Date.  The Company may take such actions as it
deems necessary or appropriate to comply with any tax withholding obligations as
contemplated by Section 6 of the Terms and Conditions, including but not limited
to reducing the number of shares issued to Participant in order to assure
payment of such taxes.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Supersession of Award
Agreement.  The terms of the Amendment shall control over any
conflicting provisions of the Plan, the Award Agreement, or the Terms and
Conditions attached thereto.  To the extent necessary, this Amendment
shall be considered an amendment of the Plan.  Except as provided
herein, the Plan, the Award Agreement and the Terms and Conditions shall
continue to apply.

     

    4. Other Terms and Conditions
of Termination of Employment.  This Amendment is part of an
overall agreement with Participant pertaining to the change in terms of his
employment with the Bank and is subject to compliance with such other
terms.  It is expected that other agreements or arrangements may be
made with Participant pertaining to such change, including but not limited to
the Acknowledgement and Release Agreement by and between the Participant and the
Bank.  This Amendment shall be of no force or effect if the
Acknowledgement and Release Agreement is not executed concurrently with this
Amendment.  In addition, any action or failure to act by Participant
that constitutes a breach of his obligations under such other agreements shall
automatically cancel this Amendment with regard to any Options that remain
unexercised as of the date of such breach.

     

    IN WITNESS WHEREOF, the
Participant and the Company have executed and made effective this Amendment as
of the date set forth above.

     

    
      
        	 	 	 
	 	      
                GRAND
      RIVER COMMERCE, INC.

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jerry
      A. Sytsma	 
	 	 	 	 
	 	Its:	Secretary	 
	 	 	 	 
	 	 	 	 
	 	      
                PARTICIPANT:

              	 
	 	 	 	 
	 	 	 	 
	 	      
                /s/
      Robert P. Bilotti

              	 
	 	Robert
      P. Bilotti