Exhibit 10.11


 


COMMUNITYSOUTH
FINANCIAL CORPORATION


2005 STOCK INCENTIVE PLAN


 


AMENDMENT ADOPTED BY THE BOARD OF
DIRECTORS


November 18, 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 to the Plan to be
executed as of November 18, 2008 in accordance with the authority provided
by the Board of Directors.


 


	
   

  	
  COMMUNITYSOUTH FINANCIAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  C. Allan Ducker, III

  
	
   

  	
   

  	
   

  	
  Name:
  C. Allan Ducker, III

  
	
   

  	
   

  	
   

  	
  Title:  Chief Executive Officer