Exhibit 10.2(a)


 


THIS EMPLOYMENT AGREEMENT IS SUBJECT TO
ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, SECTION 15-48-10
ET SEQ., AS AMENDED.


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”)
is made as of the  9th day of April,
2008, by and between Coastal Carolina Bancshares, Inc. a South Carolina corporation
(the “Company”), and Joel P. Foster (“Employee”) to be effective
as of the date hereof.  Upon the
formation of the Company’s proposed national bank association subsidiary, this
Agreement shall be assigned to said proposed national bank subsidiary (the “Bank”)
(the Company and the Bank are collectively referred to herein as “Employer”)
pursuant to the provisions set forth herein.


 


W
I  T  N  E  S  S  E  T  H


 


WHEREAS, the Company (as successor by merger
to Coastal Carolina Dream Team, LLC) and the Employee are parties to an
employment agreement dated February 14th, 2008 (the “Current
Agreement”); and


 


WHEREAS, the Company and the Employee desire
to terminate the Current Agreement and replace it with this Agreement which
shall amend and restate in its entirety the Current Agreement.


 


NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and intending to be legally bound
hereby, the parties agree as follows:


 


1.             Termination of
Current Agreement; Position and Duties.  The Current Agreement is hereby
terminated effective as of the date hereof and amended, restated and replaced
with this Agreement.  Employer agrees,
effective upon the date the Bank receives its charter from the Office of the
Comptroller of the Currency (the “OCC”), to employ the Employee as CLO and SVP
of the proposed Bank.  Prior to the date
the Bank receives its charter, Employee shall aide Employer in organizing the
Bank.


 


Employee will have such managerial and
operational duties as directed by the President and Chief Executive Officer (“CEO”)
of the Employer.  Further, Employee
agrees to serve, without additional compensation, if elected, in any other
senior executive position of the Company or the Bank that may be reasonably
required of him, including as an officer or director or both of any subsidiary
or affiliate of the Company or the Bank in accordance with Section 7 below.  The Employee shall at all times comply with
all laws, rules and regulations which may be applicable to the Employer.


 


Employee shall devote his full-time and best
efforts to his employment with the Employer and shall apply substantially that
degree of skill and diligence in rendering services to the Employer as would be
applied by a person of ordinary prudence and comparable experience under
similar circumstances.  Notwithstanding
the foregoing, 


 

















 


Employee may
devote a reasonable amount of his time to his personal investments and to civic
and charitable activities; provided, however, Employee shall not accept any
position as a director of any unaffiliated for-profit business organization
without the prior approval of the Company’s President and CEO.


 


2.             Compensation.


 


(a)  Annual Salary.  During the term (as defined in Section 8),
Employee shall be entitled to receive an annual base salary of $150,000 per
year (the “Annual Salary”), payable in accordance with Employer’s
instituted payroll practice, prorated for any partial employment period.  The Annual Salary may be increased from time
to time by the Board of Directors of the Bank based on recommendation by the
Bank’s CEO, but shall not be decreased without the written consent of
Employee.  The CEO, in making any
recommendation, shall consider Employee’s annual performance in light of the
specific goals and objectives for Employee which shall be established annually
in writing, after consultation with the CEO.


 


(b)  Stock Options.  Upon the Company receiving approval from the
appropriate governmental regulatory agencies to acquire the Bank and the Company
selling stock in its initial public stock offering, Employee shall be entitled
to receive the following stock options to be granted to Employee on the date
the Bank opens for business pursuant to the terms of a to-be-established stock
option plan:


 


(i)  If
the Company receives capital from its initial stock offering, in the amount of
not less than $20,000,000.00 Dollars to $20,999,999.00 Dollars, Employee shall
be entitled to receive options for 30,000 shares of Company common stock;


 


(ii)  If
the Company receives capital from its initial stock offering, in the amount of
not less than $21,000,000.00 Dollars to $24,999,000.00, Dollars, Employee shall
be entitled to receive options for 35,250 shares of Company common stock;


 


(iii)  If
the Company receives capital, from its initial stock offering, in the amount of
not less than $25,000,000.00 Dollars to $29,999,000.00 Dollars, Employee shall
be entitled to receive options for 37,500 shares of Company common stock; or


 


(iv)  If
the Company receives capital, from its initial stock offering, in the amount of
not less than $30,000,000.00 Dollars, Employee shall be entitled to receive
options for 38,700 shares of Company common stock.


 


The stock option agreement, when prepared,
shall provide, among other things, that Employee’s options, as above provided, shall
be subject to a five year vesting period with no more than 20 percent vesting
each year.


 


(c)  Equity Based Compensation.  In each year of employment, Employee shall be
eligible to receive appropriate awards of stock options, restricted stock
and/or other equity based compensation under such terms and conditions as
determined by the Company’s Board of Directors, in its sole discretion.


 


2

















 


3.             Fringe Benefits,
Vacation Time, Expenses and Perquisites.  During the Term (as defined in Section 8
below):


 


(a)  Benefit Plan Participation.  Employer anticipates it will establish and
implement appropriate benefit plans and programs, that will contain such terms
and conditions as are selected by the Company’s Board of Directors, in its
discretion. Subject thereto, Employee shall be eligible to participate in or
receive benefits under all corporate employment benefit plans made available by
Employer to its executives and key management employees.


 


(b)  Vacation Time Allowances.  Employee shall be entitled each calendar year
to twenty (20) business days of vacation, prorated for any partial year, during
which time Employee’s compensation will continue to be paid.  Employee shall take ten (10) of the
twenty (20) vacation days consecutively each year.  Unused vacation days shall not accumulate
from year to year.


 


(c)  Business Expense Reimbursement.  During the term, Employee shall be entitled
to receive prompt reimbursement for all reasonable expenses incurred by him (in
accordance with the policies and procedures established by Employer) in
performing services hereunder, provided that Employee properly accounts
therefor in accordance with company policy.


 


(d)  Automobile Allowance.  Employee shall receive a monthly automobile allowance
in the amount of Seven Hundred Fifty Dollars ($750.00).


 


(e)  Club Dues.  Employer will pay the dues for Employee’s
membership in the Dunes Club and a membership with the Sertoma Club.


 


(f)  Cell Phone.  Employer will provide Employee with a cell
phone and shall pay the monthly fees in connection therewith.


 


(g)  Health Insurance.  From the date hereof until thirty (30) days
following the Bank opening date, Employer shall reimburse Employee one-half
(1/2) of his monthly COBRA payments upon Employee presenting the necessary
documentation that he has paid such.


 


4.             Confidential
Information and Restrictive Covenants.  Employee acknowledges that
he has performed services or will perform services hereunder which directly
affect the Employer’s business. 
Accordingly, the parties deem it necessary to enter into the protective
provisions set forth below, the terms and conditions of which have been
negotiated by and between the parties hereto.


 


(a)  Non-Competition.  Employee expressly covenants and agrees that
during the Term and for a period of eighteen (18) full months after termination
of his association with the Employer, for any reason other than pursuant to
subsection (d), (e), (g) or (h) of Section 9 hereof, Employee
shall not directly or indirectly, either as a principal, agent, employee,
employer, stockholder, organizer, director, co-partner or in any other
individual or representative capacity whatsoever, engage in the banking and
financial services business, which includes, but is not limited to, the
commercial banking, insurance agency, wealth management, trust, savings and
loan, and mortgage banking 


 


3

















 


businesses,
and any other business in which the Employer or any of its subsidiaries is
engaged, or efforts to organize a banking or other financial services business,
anywhere within Horry, Georgetown, Florence, and Williamsburg Counties in South
Carolina and Brunswick and Pender Counties in North Carolina; provided,
however, that Employee shall not be prohibited hereunder from passively
investing in a business similar to the banking and other financial business
activities of the Employer or any of its subsidiaries, if such investment is
limited to less than one percent of the capital stock or other securities of
any such corporation or other entity.


 


(b)  Non-Solicitation of Employees.  Employee agrees that, during the Term and for
a period of eighteen (18) full months thereafter he will (i) not solicit,
entice, persuade or induce any other employee of the Employer or any of its
subsidiaries to leave the employ or association of such entity, and (ii) refrain
from recruiting or hiring, or attempting to recruit or hire, directly or by
assisting others, any individual who is employed by the Employer or any of its
subsidiaries at the time of the attempted recruiting or hiring.


 


(c)  Non-Solicitation of Customers.  Employee agrees that, during the Term and for
a period of eighteen (18) full months thereafter, he will not, directly or
indirectly, solicit any business from any of the customers of the Employer or
any of its subsidiaries, or actively seek prospective customers of the Employer
or any of its subsidiaries, with whom Employee had material direct or indirect
contact within the last twenty-four (24) months of Employee’s association
hereunder for purposes of providing products or services that are similar to or
competitive with those provided by the Employer or any of its subsidiaries, if
the Employer or any of its subsidiaries is also then still engaged in such
business.


 


5.             Unauthorized
Disclosure.  Employee shall
not, without the written consent of the Board of Directors of the Company or
the Bank, or a person authorized thereby knowingly disclose to any person,
other than an employee of Employer or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by Employee of his
duties hereunder or as required by law, any material confidential information
obtained by him while in the employ of Employer with respect to any of Employer’s
services, products, improvements, formulas, designs or styles, processes,
customers, methods of distribution or any business practices the disclosure of
which he knows or reasonably should know will or is likely to be damaging to
Employer; provided, however, that confidential information shall not include
any information known generally to the public (other than as a result of
unauthorized disclosure by Employee) or any information of a type not otherwise
considered confidential by persons engaged in the same business or a business
similar to that conducted by Employer.


 


The covenants contained in this Section 5
shall survive the termination of Employee’s employment hereunder for any reason
for a period of two years; provided, however, that with respect to those items
of confidential information which constitute a trade secret under applicable
law, Employee’s obligations of confidentiality and non-disclosure as set forth
in this Section 5 shall continue to survive after said two-year period to
the greatest extent permitted by applicable law.  These rights of Employer are in 


 


4

















 


addition to
those rights Employer has under the common law or applicable statutes for the
protection of trade secrets.


 


6.             Injunctive Relief.  It
is understood and agreed by the parties hereto that the services to be rendered
by Employee hereunder are of a special, unique, extraordinary and intellectual
character, which gives them a peculiar value, the loss of which may not be
reasonably or adequately compensated in damages, and additionally that a breach
by Employee of the covenants set out in Sections 4 and 5 of this Agreement will
cause Employer great and irreparable injury and damage.  Employee hereby expressly agrees that
Employer shall be entitled to the remedies of injunction, specific performance
and other equitable relief to prevent a breach of Sections 4 or 5 of this
Agreement by Employee.  This provision
shall not, however, be construed as a waiver of any of the remedies which
Employer may have for damages or otherwise.


 


7.             Subsidiaries.  It is understood and agreed by the parties
hereto that, at the election and direction of Employer and without modification
of the terms and provisions hereof, Employee may also serve as an executive
officer or director or both of any one or more subsidiaries of the Company or
the Bank, when and as so determined by Employer.


 


8.             Term of Employment.  Employee’s
employment under this Agreement shall be for a term commencing on the date
hereof and ending December 31, 2008 (the “Term”), unless sooner
terminated in accordance with the provisions of this Agreement. Thereafter,
this Agreement (and the Term) will automatically renew on January 1st
of each year for an additional calendar year unless either party notifies the
other party, in writing at least 45 days prior to the end of the then existing
Term, that Employee’s employment will terminate at the end of the then existing
Term. In the event of such notification, this Agreement will expire at the end
of the existing Term.


 


9.             Termination of
Employment.


 


(a)  General; Termination Upon Death.  Upon termination of Employee’s employment for
any reason, Employee or, in the event of Employee’s death, Employee’s estate,
shall be entitled to Employee’s Annual Salary prorated through the date of
termination.  Any other payments or
benefits earned by or owed to Employee hereunder at the time of termination of
employment, but not yet paid to Employee, shall be paid to Employee or his
estate at such time as is provided by the terms of the applicable Employer plan
or policy.  Employee’s right to any
additional payments and benefits for periods after the date of termination of
employment shall be determined in accordance with the applicable provisions of
this Section 9.


 


(b)  Termination Upon Disability of
Employee.  After Employee has
commenced employment with the Employer, Employer or Employee may terminate
Employee’s employment hereunder upon written notice to the other party if by
reason of Employee’s physical or mental impairment (a “disability”),
Employee is incapable of performing substantially all of his duties hereunder
for a period of 90 consecutive days or a total of 150 days in any 12-month
period.  Upon termination for permanent
and total disability (as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended, or any successor thereto (the “Code”),
all unvested options shall vest.  If any
disagreement 


 


5

















 


concerning
whether Employee has suffered a “disability” (as used in this subsection (a))
occurs between Employee and Employer, Employee (or his spouse or personal
representative if Employee is unable to communicate with reason) shall select a
physician, and Employer shall select a physician.  Such physicians shall select a third
physician, and the three physicians shall then determine by majority vote
whether Employee is disabled (as used in this Section).  The decision of a majority of such physicians
shall be binding on Employer and Employee.


 


(c)  Termination of Employee for
Cause.  The occurrence of any of the
following events or circumstances shall constitute “Cause” for the termination,
at the election of the Employer, of the employment of Employee under this
Agreement:


 


(i) 
conduct by Employee, or as a result of Employee’s direction, of a willful act
(including, without limitation, a dishonest or fraudulent act) or a grossly negligent
act, or the willful or grossly negligent omission to act, by the Employee,
which is intended to cause, causes or is reasonably likely to cause harm to the
Employer (including harm to its business reputation);


 


(ii)  the
indictment or the arrest of Employee for the commission or perpetration by the
Employee of any felony, or any act involving dishonesty, moral turpitude or
fraud;


 


(iii) 
the receipt of any form of notice, written or otherwise, that any regulatory
agency having jurisdiction over the Employer intends to institute any form of
formal or informal regulatory action against the Employee or the Employer
(provided, that the respective Board of Directors determines, in good faith,
that the subject matter of such action involves acts or omissions by or under
the supervision of the Employee or that termination of the Employee would
materially advance the Employer’s compliance with a concern prompting such
regulatory action or would materially assist the Employer or the Bank in
avoiding or reducing the restrictions or adverse affects to the Employer or the
Bank related to the regulatory action);


 


(iv) 
knowing violation by Employee of any federal or state banking or securities law
or regulation which is material to the Bank or its operations, or Employee’s
act or omission which he reasonably should have known violated any such law or
regulation;


 


(v) 
Employee’s refusal to perform a duly authorized directive of the CEO;


 


(vi)  Any
other material breach by the Employee of this Agreement that if susceptible of
cure remains uncured for 10 days following notice to the Employee of such
breach; or


 


(vii) 
Employee exhibits a standard of behavior within the scope of his employment
that is materially disruptive to the orderly conduct of the Employer’s business
operations (including, without limitation, substance abuse or sexual
misconduct) to a level which, in good faith and the reasonable judgment of the
CEO, is detrimental to the Employer’s best 


 


6

















 


interests,
that, if susceptible of cure remains uncured for 10 days following written
notice to the Employee of such specific inappropriate behavior.


 


Provided, however, that with respect to the conditions described in
items (i), (iii), (iv), (v), (vi) or (vii) of the foregoing, no
termination shall be made unless the Employer has provided written or
electronic notice to Employee of the existence of such condition and Employee
has been granted a reasonable opportunity to appear before the applicable Board
of Directors in order to respond to such determination.


 


Upon the termination of Employee’s employment
under this Section 9(c), no additional benefits or monies shall be due
Employee other than those accrued or vested hereunder or under any benefit
plans of Employer as of the date of termination. In addition, in the event that
Employer terminates Employee’s employment under this Section 9(c) and
any act or omission of Employee constituting Cause results in material economic
harm to the Employer or in reputational harm causing material injury to the
Employer, then, notwithstanding anything to the contrary herein, but only to
the extent permitted by law and the provisions of the Employer’s plan or
program, as of the date of termination (i) Employer shall have no further
obligations to make any payments or provide any benefits to Employee, his
estate, or his dependents hereunder or under any compensatory or benefit plan
or arrangement of Employer, and (ii) all outstanding nonvested options to
purchase shares of the Company’s common stock granted by the Company to
Employee shall immediately expire.


 


In the event that Employer discharges
Employee under this Section 9(c) and it is subsequently determined,
pursuant to Section 10, that the termination was without  cause, then such discharge shall be deemed a
discharge without Cause subject to the provisions of Section 9(d) hereof.


 


(d)  Termination by Employer Without
Cause.  Employer may terminate
Employee’s employment hereunder at any time without Cause by written notice to
Employee, in which event Employer shall continue to pay Employee his Annual
Salary, in effect immediately prior to such termination, for an additional
twelve (12) months thereafter.  Such
Annual Salary shall be paid in monthly installments unless Employer, in its
discretion, determines otherwise.  In the
event Employee becomes employed at any time during the twelve (12) months, then
his compensation from Employer shall be set off by the compensation relating to
Employee’s new employment.


 


(e)  Termination by Employee For Good
Reason. In the event Employee terminates his employment for Good Reason,
Employer shall continue to pay Employee his Annual Salary, as in effect
immediately prior to such termination for an additional twelve (12)
months.  In the event Employee becomes
employed at any time during the twelve (12) months, then his compensation from
Employer shall be set off by the compensation relating to Employee’s new
employment.  For purposes of this
Agreement, the term “Good Reason” shall mean:


 


(i)  a
substantial alteration in the nature or status of Employee’s responsibilities
which renders Employee’s position to be of materially less dignity,
responsibility or scope, other than any such alteration implemented with
Employee’s consent;


 


7

















 


(ii) 
Employer requiring Employee to be based anywhere other than the Company’s or
the Bank’s principal executive offices; or


 


(iii) 
any material breach by Employer of its obligations contained in this Agreement.


 


(f)  Termination by Employee Without
Good Reason.  In the event Employee
terminates his employment with Employer for any reason (including retirement)
other than Good Reason, Employee shall give Employer at least ninety (90) days
notice of Employee’s intention to terminate his employment without Good Reason,
and Employer may elect at its option and at any time to accept such termination
at a date sooner than such ninetieth day. 
Employee shall be entitled to all compensation and benefits due under
this Agreement through such termination date. 
Thereafter no additional benefits or monies shall be due Employee, his
estate, or his dependents, other than those accrued hereunder or under any
benefit plans of Employer as of the date of termination.


 


(g)  Termination Related to
Noncommencement of Banking Operations. Employee’s employment and his right
to compensation, salary, and/or benefits, shall cease at the earliest of (i) June 30,
2009, in the event that on such date the Company does not have a subsidiary
actively engaged in the commercial banking business; (ii) receipt of
notice from the OCC that the application to form a national bank has been
denied, or that the OCC has declined to approve any portion of this Agreement for
which the OCC’s approval is required; (iii) receipt of notice from the
FDIC that the application for deposit insurance for the Bank has been denied,
or that the FDIC has declined to approve any portion of this Agreement for
which the FDIC’s approval is required; (iv) the Company’s receipt of notice
from the Federal Reserve that its application to acquire the Bank and become a
bank holding company has been denied; or (v) receipt of notice from the
OCC or the FDIC that Employee’s employment as CLO and SVP of the Bank is not
approved.


 


(h)  Termination Related to
Securities Offering.  Employee’s
employment and Employee’s right to compensation, salary, including salary
continuation, and/or benefits shall cease, at the Company’s option, at the end
of the thirtieth (30th) day after the date that the Company receives
information, from its advisors regarding the Company’s securities offering,
that the Company is not reasonably expected to raise the needed equity, as
determined necessary by the Company’s Board of Directors by June 30, 2009
on terms acceptable to the Company.


 


(i)  Effect of Termination on Other
Positions.  If, on the date of his
termination of employment with Employer, Employee is a member of the Board of
Directors of the Company or any of its subsidiaries, or holds any other
position with the Company or any of its subsidiaries, Employee shall be deemed
to have resigned from all such positions as of the date of his termination of
employment with Employer.  Employee
agrees to execute such documents and take such other actions as Employer may
request to reflect such resignation.


 


(j)  Vested Rights.  Nothing herein shall be construed as
obviating any vested rights of Employee in any vested stock options or other
earned benefits obtained during his employment. 
Employee shall have no less than ninety (90) days to exercise his vested
rights unless a different time period is set forth in the applicable plan or
agreement.  


 


8

















 


Further,
subject to the terms of the applicable plan or agreement in the event of
Employee’s death, his total and permanent disability as defined in Section 22(e)(3) of
the Code, his termination with Good Reason, or his termination without Cause,
all unvested options shall vest.  In the
event of Employee’s death, Employee’s estate shall have up to twelve (12)
months to exercise Employee’s rights unless a different time period is set
forth in an applicable plan or agreement.


 


(k)  Return of Materials.  Upon termination of employment, the Employee
shall leave with the Employer all business records, contracts, calendars,
telephone lists, rolodexes, and other business materials and records, including
any electronic data and data in any other medium, relating to the Employer and
its subsidiaries, its business or customers, including all physical,
electronic, and computer copies thereof, whether or not the Employee prepared
such materials or records himself.  Upon
such termination, the Employee shall retain no copies of any such materials.


 


(l)  Limitation on Obligation to Make
Payments.  Notwithstanding anything
herein the Employer shall not have any obligation to make any payments to the
Employee if such payments would be prohibited under 12 CFR 359.


 


10.          Arbitration.  Except as otherwise provided herein, in
the event of any controversy, dispute or claim arising out of, or relating to
this Agreement, or the breach thereof, or arising out of any other matter
relating to Employee’s employment, the parties agree that such controversy,
dispute or claim shall be settled by arbitration, conducted in Horry County,
South Carolina, in accordance with this Section 10 and the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”).  The matter shall be heard and decided, and
awards rendered by a panel of three arbitrators (the “Arbitration Panel”).  The Employer and Employee shall each select
one arbitrator from the AAA National Panel of Commercial Arbitrators (the “Commercial
Panel”) and those two arbitrators shall select a third arbitrator;
provided, however, that in the event the two arbitrators cannot agree on a
third arbitrator, the AAA shall select a third arbitrator from the Commercial
Panel.  The award rendered by the
Arbitration Panel shall be in writing, signed by at least two of the members of
the Arbitration Panel, and shall be based on the preponderance of the credible
evidence submitted to the Arbitration Panel and described or summarized in such
award.  The award rendered by the
Arbitration Panel shall be final and binding as between the parties hereto and
their heirs, executors, administrators, successors and assigns, and judgment on
the award may be entered by any court having jurisdiction thereof.  The Employer and Employee will each bear
their own costs for legal representation in any arbitration, except that the
Arbitration Panel will have the authority to award all remedies provided by
applicable law, including recovery of attorney fees when so provided by
applicable law.  All arbitrators’ fees
and other administrative fees in connection with any arbitration hereunder will
be allocated equally to and paid by the Employer and Employee; provided,
however, that the Arbitration Panel may require all or a portion of such fees
and expenses to be paid by Employee if the Arbitration Panel determines that
Employee’s position in the arbitration proceeding was without merit.  Upon request of either party, (i) the
arbitrator may require that the subject arbitration proceedings be kept
confidential, and (ii) no party shall disclose or permit the disclosure of
any information produced or disclosed in the arbitration proceedings until the
award is 


 


9

















 


final.  A party shall not be prevented from seeking
temporary injunctive relief before a court of competent jurisdiction in an
emergency or other urgent or exigent situation, but responsibility for
resolution of any disputes shall be appropriately transferred to the arbitrator
upon appointment in accordance with the provisions hereof.


 


11.          Miscellaneous.


 


(a)  Notices.  Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing, and if personally
delivered, sent by confirmed electronic transmission, or sent by first class
certified or registered mail, postage prepaid, return receipt requested — in
the case of Employee, to his residence address as set forth in the books and
records of Employer, and in the case of Employer, to the address of the Company’s
principal place of business, in care of the CEO and the Chairman of the Board
of Directors of the Company — or to such other person or at such other address
with respect to each party as such party shall notify the other in writing.
Unless such notice provides for a later effective date, such notices shall be
deemed to be effective as of the earliest of (i) actual receipt by the
addressee, (ii) the first business day after the date of electronic
transmission thereof, or (iii) the second business day after deposit of
the same into a United States postal authority receptacle.


 


(b)  Assignment.  This Agreement is personal and shall in no way
be subject to assignment by Employee.  It
shall be binding upon and shall inure to the benefit of Employer and Employer’s
successors and assigns, and its economic rights and benefits shall inure to the
benefit of Employee or his heirs or duly constituted legal representatives.


 


(c)  Severability.  Except as noted below, should any provision
of this Agreement be declared or determined by any court of competent
jurisdiction or arbitrator to be unenforceable or invalid for any reason, the
validity of the remaining parts, terms, or provisions of this Agreement shall
not be affected thereby and the invalid or unenforceable part, term, or
provision shall be deemed not to be a part of this Agreement.


 


(d)  Reformation.  If any of the covenants or promises of this
Agreement are determined by any court of law or equity or arbitrator, with
jurisdiction over this matter, to be unreasonable or unenforceable, in whole or
in part, as written, Employee hereby consents to and affirmatively requests
that said court or arbitrator, to the extent legally permissible, reform the
covenant or promise so as to be reasonable and enforceable and that said court
or arbitrator enforce the covenant or promise as so reformed.


 


(e)  Waiver; Amendment.  No waiver in any instance by any party of any
provision of this Agreement shall be deemed a waiver by such party of such
provision in any other instance or a waiver of any other provision hereunder in
any instance.  This Agreement cannot be
amended except in writing signed by the party to be charged.


 


(f)  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of South Carolina.


 


(g)  Entire Agreement.  This Agreement contains the entire agreement
of the parties concerning the matters set forth herein, and all promises,
representations, 


 


10

















 


understandings,
arrangements and prior agreements regarding the subject matter hereof, other
than those set forth herein, are superseded hereby.


 


(h)  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
shall constitute a single instrument.


 


(i)  Third Party Beneficiary.  The Bank is intended to be a third party
beneficiary hereunder and shall become a party hereto upon ratification by its
Board of Directors after the date the Bank receives the last regulatory
approval necessary to commence operations as a national bank association.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written.


 


	
  “COMPANY”

  	
   

  
	
   

  	
   

  
	
  Coastal Carolina Bancshares, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/Michael D. Owens

  	
   

  
	
   

  	
     Michael D. Owens

  	
   

  
	
  Its:

  	
    President and Chief Executive Officer

  	
   

  



 


 


	
  “EMPLOYEE”

  	
   

  
	
   

  	
   

  
	
   /s/ Joel P. Foster

  	
   

  
	
  Joel P. Foster

  	
   

  



 


Ratified by the Bank, effective this       
day of                     , 200    .


 


	
   

  	
   

  
	
  “BANK”

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Coastal Carolina National Bank

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 


11