Exhibit 10.2
AMENDMENT
TO
PBI BANK (f/k/a USACCESS BANK,
INC.)
2000 STOCK OPTION
PLAN
This is an Amendment to the PBI Bank
2000 Stock Option 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 Plans to the requirements of
Section 409A of the Internal Revenue Code of 1986;
NOW, THEREFORE, the PBI Bank 2000
Stock Option Plan is hereby amended as follows:
Amendment
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1.
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Section 3.3 is amended to read as
follows:
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3.3 Adjustments in Authorized
Shares . In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, share combination, or other change in the
corporate structure of the Company affecting the number of shares
of Stock or the kind of shares or securities issuable upon exercise
of an Option, an appropriate and proportionate adjustment shall be
made by the Committee in the number and kind of shares which may be
delivered under the Plan, and in the number and kind of or price of
shares subject to outstanding Options. Any adjustment of an Option
under this Section shall be made in such a manner so as not to
constitute a “modification” within the meaning of
Section 424(h) of the Code (even though such section may not
otherwise be applicable). If the Company shall at any time merge,
consolidate with or into another corporation or association, or
enter into a statutory share exchange or any other similar
transaction in which shares of Stock are converted as a matter of
law into securities and/or other property, each Optionee will
thereafter receive, upon the exercise of an Option, the securities
or property to which a holder of the number of shares of Stock then
deliverable upon the exercise of such Option would have been
entitled if such Option had been exercised immediately prior to
such merger, consolidation, or share exchange, and the Company
shall take such steps in connection with such merger, consolidation
or share exchange as may be necessary to assure that the provisions
of this Plan shall thereafter be applicable, as nearly as is
reasonably possible, in relation to any securities or property
thereafter deliverable upon the exercise of such Option. If any
adjustment under this Section would create a fractional share of
Stock or a right to acquire a fractional share of Stock, such
fractional share of Stock shall be disregarded and the number of
shares of Stock reserved under this Plan shall be the next lower
number of shares of Stock, rounding all fractions downward. Except
as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares of Stock subject to an Option.
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2.
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Section 4.2 is amended to add the following
new sentence a
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