Exhibit 10.4





 


 


 


Exhibit
10.4


SECOND
AMENDMENT


TO


SOUTHERN FIRST
BANK


SALARY
CONTINUATION AGREEMENT


 


 


            THIS SECOND AMENDMENT TO SALARY
CONTINUATION AGREEMENT (this "Amendment") is
executed by the undersigned to be effective September 30, 2013.  Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Salary Continuation Agreement (the "Agreement") by and
between Greenville First Bank, N.A. now known as Southern First Bank, N.A. (the
"Bank") and R. Arthur Seaver, Jr. (the "Executive")
dated October 30, 2006, as previously amended on October 1, 2008.


 


W I T N E S S
E T H :


 


            WHEREAS, on April 1, 2013, the Bank
converted from a national bank charter to a South Carolina state bank charter
and the Bank's name was changed from Southern First Bank, N.A. to Southern
First Bank;


 


            WHEREAS, on September 13, 2013, the
Board of Directors of the Bank approved and authorized the Bank to amend
Section 7.14 of the Agreement to reflect the Board of Directors' determination
that it is no longer in the best interests of the Bank to potentially pay to
the Executive the Gross-Up Payment Amount in the event the Total Benefits to be
paid to the Executive under the Agreement become subject to the Excise Tax
under Section 280G of the Internal Revenue Code of 1986 as further described in
Section 7.14 of the Agreement; and


 


            WHEREAS, the parties now desire to
enter into this Amendment to (i) reflect the name change of the Bank and (ii)
amend Section 7.14 of the Agreement to eliminate the Gross-Up Payment Amount and
revise any other sections of the Agreement related thereto.


 


            NOW THEREFORE, in consideration of
the matters set forth
above, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


            


            1.    Any and all references in the
Agreement to Southern First Bank, N.A. shall now be references to Southern
First Bank.


 


            2.    Section 7.14 Internal Revenue Code
Section 280G Gross Up. of Article 7 of the Agreement is hereby amended by
deleting it in its entirety and replacing it with the following Section 7.14:


 




	
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“7.14   Internal
Revenue Code Section 280G.  If as the result of a Change in Control the
Executive becomes entitled to acceleration of benefits under this Agreement or
under any other plan or agreement of or with the Bank or its affiliates
(together, the “Total Benefits”), and if any of the Total Benefits will be
subject to the Excise Tax as set forth in sections 280G and 4999 of the
Internal Revenue Code of 1986 (the “Excise Tax”), the Bank shall reduce any
payment pursuant to this Agreement to the least extent necessary so that no
portion of the payment shall be subject to the Excise Tax, but only if, by
reason of such reduction, the net after-tax benefit received by the Executive
as a result of such reduction will exceed the net after-tax benefit that would
have been received by the Executive if no such reduction were made.  If,
however, such payment is not reduced as described above, then such payment
hereunder shall be paid in full to the Executive and the Executive shall be
responsible for payment of any Excise Taxes relating to the payment.”


 


            3.    Section 2.4.2 Payment of Benefit. of
Article 2 of the Agreement is hereby amended as follows:


 


            “2.4.2  Payment of
Benefit.  The Bank shall pay the Change-in-Control benefit under section
2.4 of this Agreement to the Executive in one lump-sum within three (3) days
after the Change in Control.  Payment of the Change-in-Control benefit shall
fully discharge the Bank from all obligations under this Agreement, except the
legal fee reimbursement obligation under section 7.13 and the obligation to
make section 280G excise-tax gross-up payments under section 7.14.” [changes
marked].


 


            4.    Except as expressly herein modified
and amended, all terms, provisions, and conditions of the Agreement shall
remain in full force and effect.


 


            5.    This Amendment may be executed in
counterparts, each of which shall for all purposes be deemed an original, and
all of such counterparts shall together constitute one and the same amendment.


 


            6.     This Amendment shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs, legal
representatives and assigns.


 


[Signatures
appear on the following page.]

 

 

 

 




	
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed the 30th day of September, 2013, effective as of the date first
written above.


            


 


EXECUTIVE:                                                                                                                                         BANK:


                                                                                                                                                            Southern
First Bank


 


 


/s/R.
Arthur Seaver, Jr.                                                                                                                       By:/s/F. Justin Strickland                                 


R.
Arthur Seaver, Jr.                                                                                                                                     F. Justin Strickland


 


                                                                                                                                                            Its:           
President                                        


 


 


                                                                                                                                                            And
By:/s/James B. Orders, III                        


                                                                                                                                                                    
James B. Orders, III


 


                                                                                                                                                            Its:           
Chairman of the Board                  


 


                                                                                    


                                                                                    


 




	
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Second
Amended Schedule A


Southern
First Bank


Salary
Continuation Agreement


 


R. Arthur Seaver, Jr.


 


SCHEDULE A ASSUMPTIONS:


 


1.       Please Note: 
The Schedule A calculations
     below are for illustrative and informational purposes only and are subject
     to change due to changes in the assumptions from time to time,     such as
     changes in the assumed discount rate, variations between the assumed
     timing of certain payments and the eventual actual timing of such
     payments, and other factors.  The below calculations assume a four and
     one-quarter percent (4.25%) discount rate and an August 1, 2013 Amended SERP Effective Date.  If there is a contradiction between the terms of the
     Agreement and this Schedule A concerning the actual amount of a particular
     benefit amount due to the Executive, then the actual amount of the benefit
     set forth in the Agreement shall control.  If the Plan Administrator
     changes the discount rate employed for purposes of calculating the Accrual
     Balance, the Plan Administrator shall prepare or cause to be prepared a
     revised Schedule A for the Executive, which shall supersede and replace
     any and all Schedules A previously prepared under or attached to this
     Agreement.

2.    The
     Schedule A calculations below assume a benefit payable for the Executive's
     lifetime after age sixty-five (65), with a minimum benefit for a fifteen
     (15) - year term certain period.

3.    The
     change-in-control benefit for Mr. Seaver is his normal retirement age
     Accrual Balance, without any additional discount for the time value of
     money.  

4.    The
     Schedule A calculations assume that payment of the early termination and
     disability benefits begins immediately after the Executive attains age sixty-five
     (65).  The possible six (6) - month delay because of Internal Revenue Code
     section 409A is ignored for calculation purposes.

5.    The early termination and
disability benefits are actually based on the Executive's Accrual Balance
existing at the end of the month immediately before early termination occurs or        
immediately before the month in which termination because of disability occurs,
compounding this Accrual Balance forward to the Executive's Normal Retirement
Age taking into account interest at the discount rate or rates established by
the Plan Administrator, and amortizing this resulting amount over the
Executive's lifetime for a fifteen (15) - year term certain period beginning
with the Executive's Normal Retirement Age.  For clarity, Schedule A shows
early termination and disability benefits based on the Executive's end-of-year
Accrual Balances.  For example, Mr. Seaver's $108,719 early termination and
disability benefit at age 52 is based on his December 31, 2015 Accrual Balance,
as compounded and amortized as discussed above.  Accordingly, the $108,719
early termination and disability benefit assumes his termination occurs in
January 2016. 



	
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