EX-10.1 Amendment to the Community First, Inc.



 





Exhibit 10.1




AMENDMENT TO THE


COMMUNITY FIRST, INC. 2005 STOCK INCENTIVE PAN


EFFECTIVE JANUARY 1, 2008




     WHEREAS, Community First, Inc. (the “Company”) maintains the Community First, Inc. 2005 Stock
Incentive Plan (the “Plan”); and



     WHEREAS, pursuant to Section 10 of the Plan, the Board of Directors of the Company (the
“Board”) may amend the Plan; and



     WHEREAS, the Board desires to amend the Plan to revise the provisions in Section 3(d) of the
Plan to provide for adjustments of awards upon the occurrence of certain unusual or nonrecurring
events and the provisions in Section 5(d) of the Plan to add a “net-exercise option” to the payment
methods permitted upon the exercise of awards granted thereunder.



     NOW, THEREFORE, effective January 1, 2008, the Company hereby amends the Plan as follows:



     1. Section 3(d) of the Plan is deleted in its entirety and replaced with the following:


“(d) In the event that any unusual or non-recurring transactions, including an unusual or
non-recurring dividend or other distribution (whether in the form of an extraordinary cash
dividend, dividend of shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of shares or other securities of the Company, issuance of warrants or other
rights to purchase shares or other securities of the Company, or other similar corporate
transaction or event affects the shares, then the Committee shall in an equitable and proportionate
manner (and, as applicable, in such equitable and proportionate manner as is consistent with
Sections 422 and 409A of the Code and the regulations thereunder and with Section 162(m) of the
Code) either: (i) adjust any or all of (1) the aggregate number of shares or other securities of
the Company (or number and kind of other securities or property) with respect to which awards may
be granted under the Plan; (2) the number of shares or other securities of the Company (or number
and kind of other securities or property) subject to outstanding awards under the Plan, provided
that the number of shares subject to any award shall always be a whole number; (3) the grant or
exercise price with respect to any award under the Plan; and (4) the limits on the number of shares
that may be granted to participants under the Plan in any calendar year; (ii) provide for an
equivalent award in respect of securities of the surviving entity of any merger, consolidation or
other transaction or event having a similar effect; or (iii) make provision for a cash payment to
the holder of an outstanding award.”



     2. Section 5(d) of the Plan is deleted in its entirety and replaced with the
following:


“(d) Method of Exercise. Subject to whatever installment exercise restrictions apply under Section
5(c), Stock Options may be exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Company specifying the number of shares to be purchased.
The option price upon exercise of the Stock Option, together with any amounts





 









 







required to be withheld for income tax reporting, shall be payable to the Company in full, in the
Company’s discretion, either: (a) in cash or its equivalent (such equivalence being at the sole
discretion of the Committee); (b) by tendering previously acquired shares having an aggregate Fair
Market Value at the time of exercise equal to the total option price (provided that such shares
shall have been held for at least six months); or (c) by withholding from the optionee sufficient
shares, subject to the underlying award, having an aggregate Fair Market Value at the time of
exercise equal to the total option price; or (d) by any combination of (a), (b) or (c). No shares
of Common Stock shall be issued until full payment therefor has been made. An optionee shall
generally have the rights to dividends or other rights of a shareholder with respect to shares
subject to the Option when the optionee has given written notice of exercise, has paid in full for
such shares, and, if requested, has given the representation described in Section 12(a).”



     IN WITNESS WHEREOF, the Board has caused this Amendment to the Community First, Inc. 2005
Stock Incentive Plan to be executed by its duly authorized representative on this 1st day of January, 2008.



	 	 	 	 	 
	 	COMMUNITY FIRST, INC.

 	 
	 	By:  	/s/ Marc R. Lively         
 	 
	 	 	Name:  	Marc R. Lively	 
	 	 	Title:  	President and Chief Executive Officer