Exhibit 10.9
AMENDMENT
TO
PORTER BANCORP,
INC.
AMENDED AND
RESTATED
2006 NON-EMPLOYEE DIRECTORS STOCK
OWNERSHIP INCENTIVE PLAN
AS AMENDED MAY 22,
2008
This is an Amendment to the Porter
Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive
Plan (the “Plan”) made effective as of January 1,
2009 by Porter Bancorp, Inc. ( the
“Company”).
WHEREAS, the Company maintains the
Plan; and
WHEREAS, the Company wishes to amend
and conform the written terms of the Plan to the requirements of
Section 409A of the Internal Revenue Code of 1986;
NOW, THEREFORE, the Porter Bancorp,
Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan is
hereby amended as follows:
Amendment
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1.
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Section 2.1(l) is amended to read as
follows:
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(l) “Fair Market Value”
of the Shares shall mean, as of any Award Date, the closing sale
price of the Shares as reported on the NASDAQ National Market, or
if no such reported sale of the Shares shall have occurred on such
date, on the next preceding date on which there was a reported
sale. If there shall be any material alteration in the present
system of reporting sale prices of the Shares, or if the Shares
shall no longer be listed on the NASDAQ National Market, the Fair
Market Value of the Shares as of an Award Date shall be determined
in good faith by the Committee by reasonable application of a
reasonable valuation method, considering any and all information
the Committee determines relevant, consistent with Code
Section 409A and Treasury Regulations thereunder.
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2.
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Section 4.2 is amended to read as
follows:
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4.2 Adjustments in Authorized
Shares and Outstanding Awards . In the event of a merger,
reorganization, consolidation, recapitalization, reclassification,
split-up, spin-off, separation, liquidation, share dividend, stock
split, reverse stock split, cash dividend, property dividend, share
repurchase, share combination, share exchange, issuance of
warrants, rights or debentures, or other change in the corporate
structure of the Company affecting the Shares, the Committee may
substitute or adjust the total number and
