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**Exhibit 10.1              **

 

Amendment No. 1 Southern FirstBancshares, Inc. 2000 Stock Incentive Plan adopted October 21, 2008.

 

 

 

 

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**Exhibit 10.1**

**SOUTHERN FIRST BANCSHARES, INC.**

**2000 STOCK INCENTIVE PLAN**

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**AMENDMENTNO. 1**

** ADOPTEDBY THE BOARD OF DIRECTORS**

**OCTOBER21, 2008**

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**First**, the Board****amended thedefinition of "Fair Market Value" found in Article I by deleting itin its entirety and replacing it with the following:

 

"FairMarket Value" on any date shall mean: 

 

(i)        if the Stock is readily tradable on an establishedsecurities market (as defined in Treasury Regulation § 1.897-1(m)), the closingsales price of the Stock on the trading day immediately preceding such date onthe securities exchange having the greatest volume of trading in the Stockduring the 30-day period preceding the day the value is to be determined or, ifsuch exchange was not open for trading on such date, the next preceding date onwhich it was open;

 

(ii)       if the Stock is not traded on any securitiesexchange (as defined in Treasury Regulation §1.897-1(m)), the average of theclosing high bid and low asked prices of the Stock on the over-the-countermarket on the day such value is to be determined, or in the absence of closingbids on such day, the closing bids on the next preceding day on which therewere bids; or 

 

(iii)      if the Stock also is not traded on theover-the-counter market, the fair market value as determined in good faith bythe Board or the Committee by application of a reasonable valuation methodconsistently applied and taking into consideration all available informationmaterial to the value of the Company; factors to be considered may include, asapplicable, the value of tangible and intangible assets of the Company, thepresent value of future cash-flows of the Company, the market value of stock orequity interests in similar corporations which can be readily determinedthrough objective means (such as through trading prices on an establishedsecurities market or an amount paid in an arm’s length private transaction), andother relevant factors such as control premiums or discounts for lack ofmarketability.  For purposes of the foregoing, a valuation prepared inaccordance with any of the methods set forth in Treasury Regulation §1.409A-1(b)(5)(iv)(B)(2), consistently used, shall be rebuttably presumed toresult in a reasonable valuation.  This paragraph is intended to comply withthe definition of “fair market value” contained in Treasury Regulation §1.409A-1(b)(5)(iv) and should be interpreted consistently therewith.

 

          

 

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**Second**, the Board adopted, and made anintegral part of the Plan, Article X, Section 10.7 to read as follows:

 

             10.7          Amendmentto Meet the Requirements of Code Section 409A.  It is intended that this Planand any Options granted under this Plan comply with or meet an exemption fromSection 409A of the Code, so that the income inclusion provisions of CodeSection 409A(a)(1) do not apply to an Optionee. Optionee acknowledges that theBoard shall have the sole discretion and authority to amend the Plan and anyStock Option Agreement hereunder including, but not limited to, increasing theExercise Price and/or changing the exercise period, payment periods, orrestrictions of any Option in the event that the Fair Market Value of the Stockis subsequently determined to be greater than the Exercise Price initiallyestablished at the time of grant, to the extent necessary to cause the Plan orsuch Options to comply with the provisions of Code Section 409A. Such amendmentmay be retroactive to the extent permitted by Section 409A of the Code, andshall not require the consent of the Optionee.

 

IN WITNESS WHEREOF, the Company hascaused this Amendment No. 1 to the Plan to be executed as of October 21, 2008in accordance with the authority provided by the Board of Directors.

 

 

                                                         SOUTHERNFIRST BANCSHARES, INC.

 

                                                         By:     /s/ R. Arthur Seaver, Jr.                        

                                                                   Name:R. Arthur Seaver, Jr.

                                                                   Title: Chief Executive Officer