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Exhibit 10.12
BEACH FIRST NATIONAL BANCSHARES, INC.
1997 STOCK OPTION PLAN
AMENDMENT NO. 1 ADOPTED BY THE
BOARD OF DIRECTORS
November 3, 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 ” on any date shall mean:
(i) if the Stock
is readily tradable on an established securities market (as defined
in Treasury Regulation § 1.897-1(m)), the closing sales price
of the Stock on the trading day immediately preceding such date on
the securities exchange having the greatest volume of trading in
the Stock during the 30-day period preceding the day the value is
to be determined or, if such exchange was not open for trading on
such date, the next preceding date on which it was open;
(ii) if the Stock
is not traded on any securities exchange (as defined in Treasury
Regulation §1.897-1(m)), the average of the closing high bid
and low asked prices of the Stock on the over-the-counter market on
the day such value is to be determined, or in the absence of
closing bids on such day, the closing bids on the next preceding
day on which there were bids; or
(iii) if the Stock
also is not traded on the over-the-counter market, the fair market
value as determined in good faith by the Board or the Committee by
application of a reasonable valuation method consistently applied
and taking into consideration all available information material to
the value of the Company; factors to be considered may include, as
applicable, the value of tangible and intangible assets of the
Company, the present value of future cash-flows of the Company, the
market value of stock or equity interests in similar corporations
which ca
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