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AMENDMENT TO OPTION
AGREEMENTS
This Amendment to
Option Agreement(s) (“Amendment”) is entered into as of
the 13th day of March 2009, by and between Community First,
Inc., a Tennessee corporation (the “Company”), and Marc
R. Lively, the President and Chief Executive Officer of the Company
(“Executive”).
WHEREAS, the
Company and Executive desire to amend certain exercise provisions
of the Management Stock Option Agreement, dated as of
October 15, 2002, between the Company and Executive (the
“2002 Option Agreement”) and the Management Stock
Option Agreement, dated as of July 21, 2004, between the
Company and Executive (the “2004 Option Agreement” and,
together with the 2002 Option Agreement, the “Option
Agreements”), copies of which are attached hereto as
Exhibit A .
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein
and other good and valuable consideration, the receipt, sufficiency
and mutuality of which are hereby acknowledged, the Company and
Executive hereby agree as follows.
1.
Amendments . Section 8 of the 2002 Option Agreement and
Section 7 of the 2004 Option Agreement are each hereby deleted
in their entirety and replaced with the following:
“ Manner
of Exercise . Subject to the terms and conditions hereof, the
Option may be exercised by giving written notice to the Company,
which notice shall state the election to exercise the Option and
the number of Shares in respect of which it is being exercised. The
Option Price and all federal, state and local taxes required to be
withheld with respect to any exercise of the Op
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