EX-10.2






Exhibit 10.2




FIRST AMENDMENT TO

BANCINSURANCE CORPORATION

1994 STOCK OPTION PLAN




     WHEREAS, Bancinsurance Corporation (the “Company”) maintains the Bancinsurance Corporation
1994 Stock Option Plan (the “Plan”); and



     WHEREAS, the Plan permitted the Company to grant both incentive stock options and nonstatutory
options (collectively, the “Awards”); and



     WHEREAS, the Plan became effective on June 14, 1994 and terminated on June 14, 2004; and



     WHEREAS, the last date that Awards may have been granted under the Plan was June 14, 2004 and
no further Awards may be granted under the terms of the Plan; and



     WHEREAS, outstanding Awards granted before the Plan’s termination continue to be effective and
are governed by the Plan until they are exercised or expire by their terms, in each case as
provided by the Plan and their respective award agreements; and



     WHEREAS, Section 409A (“Section 409A”) was added to the Internal Revenue Code of 1986, as
amended effective January 1, 2005 and applies to deferred compensation plans, including the Plan;
and



     WHEREAS, final regulations issued under Section 409A become effective January 1, 2009; and



     WHEREAS, the Company has concluded that certain outstanding Awards granted under the Plan that
were earned and vested as of December 31, 2004 are exempt from Section 409A as “grandfathered”
Awards; and



     WHEREAS, the Company desires to amend the Plan so that any outstanding Awards that are not
grandfathered Awards comply with Section 409A;



     NOW, THEREFORE, effective as of [January 1, 2009], the Company hereby amends the Plan with
respect to any Award outstanding under the Plan that is not a grandfathered Award as follows:



     1. Paragraph 10 of the Plan is hereby amended by adding the following sentence to the end
thereof:




“With respect to Options that are earned and/or become vested after December 31,
2004, any Tax Offset Payments granted after December 31, 2004 with respect to such
Award shall be paid to the Optionee by the end of the calendar year next following
the calendar year in which the Optionee first remits the federal, state,



 









 






local or
foreign taxes related to the exercise of an NSO or certain disposition of Shares
acquired by an ISO.”



     3. Paragraph 13(a) of the Plan is hereby amended by adding the following sentence to the end
thereof:




“Notwithstanding anything to the contrary in this paragraph
13(a), an adjustment to an Option shall be made in accordance with the requirements
of sections 409A and 424 of the Code, to the extent applicable.”



     4. The first sentence of Paragraph 19 of the Plan is hereby deleted in its entirety and
replaced with the following:




“The Plan, the grant and exercise of Options thereunder, and the obligation of the
Company to sell and deliver the Shares under such Options, will be subject to all
applicable federal and state laws, rules and regulations and to such approvals by
any government or regulatory agency as may be required; provided, however, that to
the extent any Shares cannot be delivered pursuant to this Plan due to the
application of such applicable federal and state laws, rules and regulations, such
Shares will be issued on the earliest date at which the Company reasonably
anticipates that their issuance will be in compliance with such laws, rules and
regulations.”



     IN WITNESS WHEREOF, this Amendment is adopted effective as of the date set forth above.



	 	 	 	 	 
	 

	 	BANCINSURANCE CORPORATION	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Matthew C. Nolan
 

Print Name: Matthew C. Nolan
	 	 
	 

	 	Title: Vice President, Chief Financial Officer,	 	 
	 

	 	Treasurer and Secretary	 	 







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