Exhibit 10.4


 


SCBT FINANCIAL CORPORATION


2004 STOCK INCENTIVE PLAN


 


AMENDMENT NO. 1


ADOPTED BY THE BOARD OF DIRECTORS


December 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 per share of Common Stock on any relevant date shall
be determined by the Committee in compliance with Section 409A of the Code
or in the case of an Incentive Stock Option, in compliance with
Section 422 of the Code, in accordance with the following provisions:


 


(i)      If the Common
Stock is at the time neither listed on any Stock Exchange nor traded on The
Nasdaq National Market, then the Fair Market Value shall be determined by the
Committee after taking into account such factors as the Committee shall deem
appropriate.


 


(ii)     If the Common
Stock is at the time traded on The Nasdaq National  Market, then the Fair Market
Value shall be the closing sales price per share of Common Stock on the date in
question (or, if there is no closing sales price on such day, on the next
preceding business day on which there is a closing sales price), as such price
is reported by the National Association of Securities Dealers on The Nasdaq
National Market.


 


(iii)  If the
Common Stock is at the time listed on any Stock Exchange, then the Fair Market
Value shall be the closing sales price per share of Common Stock on the date in
question (or, if there is no closing sales price on such day, on the next
preceding business day on which there is a closing sales price) on the Stock
Exchange determined by the Committee to be the primary market for the Common
Stock, as such price is officially quoted in the composite tape of transactions
on such exchange.


 


Second, the Board amended Article IX by deleting it
in its entirety and replacing it with the following:


 


ADJUSTMENT UPON CHANGE IN
COMMON STOCK


 


In the event of a corporate
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, statutory share exchange, consolidation, split-up,
spin-off, or other combination or exchange of shares), the Committee may make
such adjustments as are necessary to preserve the benefits or potential benefits
of Grants and Awards under the Plan. Action by the Committee may


 

















 


include: (i) adjustment of the number and kind of shares which may
be delivered under the Plan; (ii) adjustment of the number and kind of
shares subject to outstanding Grants and Awards; (iii) adjustment of the
Exercise Price of outstanding Options and SARs; and (iv) any other
adjustments that the Committee determines to be equitable; provided, however,
that, with respect to incentive stock options, such adjustment shall be made in
accordance with Section 424(h) of the Code unless the Committee
determines otherwise, and with respect to Grants and Awards other than
incentive stock options, such adjustment shall be made in accordance with Section 409A
of the Code. Any determination made under this Article IX by the Committee
shall be final and conclusive.


 


Third, the Board adopted, and made an integral part of
the Plan, Article XI, Section 11.9 to read as follows:


 


11.9         Amendment to Meet the
Requirements of Code Section 409A. 
It is intended that this Plan and any Grants or Awards made or issued
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 a Participant. Participant acknowledges that the Board and/or
Committee shall have the sole discretion and authority to amend the Plan and
any Grants or Awards 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 Common
Stock is subsequently determined to be greater than the Exercise Price
initially established at the time of grant or award, to the extent necessary to
cause the Plan or such Grants or Awards 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 Participant.


 


IN
WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be
executed as of December 30, 2008 in accordance with the authority provided
by the Board of Directors.


 


 


	
   

  	
  SCBT
  FINANCIAL CORPORATION         (SEAL)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Renee R. Brooks

  
	
   

  	
   

  	
  Title: Secretary