Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of the 1st day of
April, 2004, to be effective December 1, 2003 (the “Effective Date”) by
and between Greenville First Bank, N.A. (hereinafter called “Employer” or the
“Company”), having its principal office at 112 Haywood Road, Greenville. South
Carolina 29607 and J. Edward Terrell thereinafter called “Employee”), whose
residence address is 38 Wiseton Court/Simpsonville/South Carolina/2968l.


 


In consideration of the mutual covenants and promises herein made, the
parties hereto agree as follows:


 


1.                                       Employment.  The Employer shall employ the Employee, and
the Employee shall serve the Employer, as an Executive Vice President of
Employer and in such capacity shall perform such duties as are consistent with
that position including working with the executive team responsible for client
acquisition strategies, overall marketing, shareholder relations and branch
office coordination, and as Employer from time to time may direct.  The Employee shall have such authority and
responsibilities consistent with his position as are set forth in the Company’s
Bylaws or assigned by the Company’s Board of Directors (the “Board”) or Chief
Executive Officer (CEO) from time to time. 
The Employee shall devote his fill business time, attention, skill and
efforts to the performance of
his duties hereunder, except during periods of illness or periods of vacation
and leaves of absence consistent with the Employer’s policy.  Such duties shall be performed at Employer’s
principal corporate offices or subsidiary office as agreed upon by Employer and
Employee.


 


Employer reserves the right from time to time to extend, curtail or
change the title and duties of Employee. 
The Employee may devote reasonable periods to service as a director or
advisor to other organizations, to charitable and community activities, and to
managing his personal investments; provided that such activities do not
materially interfere with the performance of his duties hereunder and are not
in conflict or competitive with, or adverse to, the interests of the Company.


 


2.                                       Term.  Unless earlier terminated as provided in
Section 13 below, the Employee’s employment under this Agreement shall
commence on the Effective Date and be for a term ending January 31, 2006 (the “Term”).  At the end of January 2005 and
on the 1ast day of January each year thereafter, the Term shall be extended for an additional one (1)
year so that the remaining term shall continue to be two (2) years; provided
that the Employer or the Employee may at any time, by written notice, fix the
Term to a finite term of two (2) years commencing with the year of the notice.


 


3.                                       Base Salary.  For all services rendered by Employee under
this Agreement, Employer shall pay Employee a base salary of $125,000.00 per
year, which may be increased from the previous base annual salary beginning
February 1 of each year (the “Base Salary”).  The base salary shall be reviewed annually by the Employer’s
Board of Directors (the “Board”),


 

















 


and may be increased by the Board, or a duly appointed Committee
thereof, in its sole discretion. The Base Salary shall be payable in accordance
with the salary practices of the employer.


 


4.                                       Benefits.


 


(a)                                  Employee shall be
entitled, to the extent that Employee’s position, title, tenure, salary, age,
health and other qualifications make him eligible, to participate in such
pension, profit sharing, bonus, life insurance, hospitalization, major medical,
and other employee benefit plans or programs of Employer currently in existence
on the date hereof or later established that generally are provided to
executive employees of the Company. 
Employee’s participation in any such plan or program shall be subject to
the provisions, rules and regulations applicable thereto.


 


(b)                                 At the Company’s
election, the Company shall provide the Employee with either an automobile
owned or leased by the Company of a make and model appropriate to the
Employee’s status, or a $500 monthly automobile allowance.  If the Company provides the Employee with an
automobile, the Company shall provide for reasonable expenses associated with
the automobile, including, but not limited to insurance, taxes, mileage,
maintenance, etc.


 


(c)                                  The Employer shall
pay the annual dues for the Employees membership at the Greenville Country Club
(not to exceed $ reasonable per year) for so long as the Employee
remains an Employee of the Employer and this Agreement remains in force.


 


5.                                       Working
Facilities.  Employee shall be
furnished with an office and such other facilities and services as may be
necessary or suitable to his position and adequate for the performance of his
duties.


 


6.                                       Expenses.  Employee is authorized to incur reasonable
expenses for promoting the business of Employer, including expenses for
entertainment, travel and similar items, but only to the extent that such
expenses are allowable deductions to Employer on its Federal income tax return,
excluding those expenses for which there is a fifty percent (50%) tax deduction
limitation for entertainment, travel and similar items.  Employer shall promptly reimburse Employee
for all such expenses upon the presentation by Employee, from time to time, of
an itemized account of such expenditures. Employee shall repay to Employer the
amounts of any expenses claimed which, for lack of proper documentation or
otherwise, are not allowed to Employer as deductions for Federal income tax
purposes.


 


7.                                       Vacations.  Employee shall be entitled each fiscal year
to twenty (20) days paid days off granted by Employer to employees of similar
tenure and compensation rank, pursuant to Employer’s paid days off policy.  Employer reserves the right to modify this
and any other personnel policy from time to time.


 


8.                                       Ownership of
Work Product.


 


(a)                                  Employee shall
diligently disclose to Employer as soon
as it is created or conceived by
Employee, and Employer shall own, all Work Product (as defined below).  To the


 


2

















 


extent permitted by law, all Work Product shall be considered work made
for hire by Employee and owned by Employer.


 


(b)                                 If any of the Work
Product may not, by operation of
law, be considered work made for hire by Employee for Employer (or if ownership
of all right, title and interest of the intellectual property rights therein
shall not otherwise vest exclusively in Employer), Employee agrees to assign,
and upon creation thereof automatically assigns, without further consideration,
the ownership of all Work Product to Employer, its successors and assigns.


 


(c)                                  Employer, its
successors and assigns, shall have the right to obtain and hold in its or their
own name copyrights, registrations, and any other protection available in the
foregoing.


 


(d)                                 Employee agrees to
perform upon the reasonable request of Employer, during or after Employee’s
employment, such further acts as may be necessary or desirable to transfer,
perfect and defend Employer’s ownership of the Work Product.  When requested, Employee will:


 


(i)                                     Execute,
acknowledge and deliver any requested affidavits and documents of assignment
and conveyance;


 


(ii)                                  Obtain
and aid in the enforcement of copyrights (and, if applicable, patents) with
respect to the Work Product in any countries;


 


(iii)                               Provide
testimony in connection with any proceeding affecting the right, title or
interest of Employer in any Work Product; and


 


(iv)                              Perform
any other acts deemed necessary or desirable to carry out the purposes of this Agreement.


 


Employer shall reimburse all reasonable out-of-pocket expenses incurred
by Employee at Employer’s request in connection with the foregoing.


 


(e)                                  For purposes hereof,
“Work Product” shall mean all intellectual property rights, including all Trade
Secrets, U.S. and international copyrights, patentable inventions, discoveries
and improvements, and other intellectual property rights, in any programming,
documentation, technology or other work product that relates to the business
and interests of Employer and that Employee conceives, develops, or delivers to
Employer at any time during the term of Employee’s employment.  “Work Product” shall also include all
intellectual property rights in any programming, documentation, technology or
other work product that is now contained in any of the products or systems (including
development and support systems) of Employer to the extent Employee conceived,
developed or delivered such Work Product to Employer prior to the date of this
Agreement while Employee was engaged as an independent contractor or employee
of Employer. Employee hereby irrevocably relinquishes for the benefit of
Employer and its assigns any moral rights in the Work Product recognized by
applicable law.


 


3

















 


9.                                       Protection of
Trade Secrets and Confidential Information.


 


(a)                                  Through exercise of
his rights and performance of his obligations under this Agreement, Employee
will be exposed to “Trade Secrets” and “Confidential Information” (as those
terms are defined
below).  “Trade Secrets” shall mean
information or data of or about Employer or any Affiliates, including, but not
limited to, technical or non-technical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
financial plans, product plans, or lists of actual or potential customers, clients,
distributors or licensees, that: (i) derive economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from their disclosure or use; and
(ii) are the subject of efforts that are reasonable under the circumstances to
maintain their secrecy.  To the extent
that the foregoing definition is inconsistent with the definition of “trade
secret” mandated under applicable law, the latter definition shall govern for
purposes of interpreting Employee’s obligations under this Agreement.  Except as required to perform his
obligations under this Agreement, or except with Employer’s prior written
permission, Employee shall not use, redistribute, market, publish, disclose or
divulge to any other person or entity any Trade Secrets of Employer.  Employee’s obligations under this provision
shall remain in force (during and after the term) for so long as such
information or data shall continue to constitute a Trade Secret under
applicable law.  Employee agrees to
cooperate with any and all confidentiality requirements of Employer, and
Employee shall immediately notify Employer of any unauthorized disclosure or
use of any Trade Secrets of which Employee becomes aware.


 


(b)                                 Employee agrees to
maintain in strict confidence and, except as necessary to perform his duties
for Employer, not to use or disclose any Confidential Information at any time,
either during the term of his employment or for a period of one year after
Employee’s last date of employment, so long as the pertinent data or
information remains Confidential Information. 
“Confidential Information” shall mean any non-public information of a
competitively sensitive or personal nature, other than Trade Secrets, acquired
by Employee during his employment, relating to Employer or Employer’s business,
operations, customers, suppliers, products, employees, financial affairs or
industrial practices.  Notwithstanding
anything herein to the contrary, no obligation or liability shall accrue
hereunder with respect to any information that is or becomes publicly available
without the fault of Employee.


 


(c)                                  Employee will abide
by Employer’s policies and regulations, as established from time to time, for
the protection of its Confidential Information.  Employee acknowledges that all records, files, data, documents,
and the like relating to suppliers, customers, costs, prices, systems, methods,
personnel, technology and other materials relating to Employer or its Affiliated
entities shall be and remain the sole property of Employer and/or such
Affiliated entity.  Employee agrees,
upon the request of Employer, and in any event upon termination of his
employment, to turn over all copies of all media, records, documentation, etc.,
pertaining to Employer (together with a written statement certifying as to his
compliance with the foregoing).


 


10.                                 Non-Solicitation of
Customers.  During the term of his
employment with Employer, and for a period of one (1) year thereafter, Employee
shall not directly or indirectly solicit any individual or entity which was a
customer or client of Employer for the purpose of providing a service or
product to such customer or client which is the same type of service or


 


4

















 


product offered or provided by Employer; provided, however, that this
restriction shall apply only to those customers or clients with whom Employee
had contact in connection with services or products provided by Employer within
two (2) years prior to the date of termination of such employment.


 


11.                                 Non-Solicitation of
Employees.  During the term of
Employee’s employment with Employer, and for a period of one (1) year following
the termination of Employee’s employment with Employer or the resignation of
Employee (the “Non-Solicitation Period”), Employee shall not, directly or
indirectly, induce or solicit for employment any employee of Employer for the
purpose of providing services that are the same or similar to the types of
services offered or engaged in by Employer at the time of termination of
Employee’s employment with Employer.


 


12.                                 Non-Competition
Agreement.  During Employee’s
employment with Employer and for a period of one (1) year thereafter, Employee
shall not (without the prior written consent of Employer) compete with Employer
or any of its subsidiaries, directly or indirectly, engage in forming, serving
as an organizer, director, officer of, employee or agent, or consultant to, or
acquiring or maintaining more than a 1% passive investment in, a depository
financial institution or holding company thereof if such depository institution
or holding company has one or more offices or branches located within thirty
(30) miles of any office or branch of Employer in existence at the time
Employee’s employment with Employer is terminated (the “Territory”).  Notwithstanding the foregoing, Employee may
serve as an officer of or consultant to a depository institution or holding
company thereof even though such institution operates one or more offices or
branches in the Territory, if Employee’s employment does not directly involve,
in whole or in part, the depository financial institution’s or holding
company’s operations in the Territory.


 


13.                                 Termination.


 


(a)                                  The Employee’s
employment under this Agreement may be terminated prior to the end of the Term
only as follows:


 


(i)                                     upon
the death of the Employee;


 


(ii)                                  upon
the disability of the Employee for a period of one hundred and eighty (180)
days which, in the opinion of the Board of Directors, renders him unable to
perform the essential functions of his job and for which reasonable
accommodation is unavailable.  For
purposes of this Agreement, a “disability” is defined as a physical or mental
impairment that substantially limits one or more major life activities, and a
“reasonable accommodation” is one that does not impose an undue hardship on the
Employer;


 


(iii)                               by
the Employer for Cause upon delivery of a Notice of Termination to the
Employee;


 


(iv)                              by
the Employee for Good Reason upon delivery of a Notice of Termination to the
Employer within a ninety (90) day period beginning on the thirtieth


 


5

















 


(30th)
(lay after the occurrence of a Change in Control or within a ninety (90) day
period beginning on the one (1) year anniversary of the occurrence of a Change
in Control; and


 


(v)                                 by
the Employee effective upon the thirtieth (30th) day after delivery of a Notice
of Termination.


 


(b)                                 If the Employee’s
employment is terminated because of the Employee’s death, the Employee’s estate
shall receive any sums due him as base salary and/or reimbursement of expenses
through the end of the month during which death occurred, plus any bonus earned
or accrued through the date of death (including any amounts awarded for
previous years but which were not yet paid).


 


(c)                                  During the period of
any incapacity leading up to the termination of the Employee’s employment as a
result of disability, the Employer shall continue to pay the Employee his full
base salary at the rate then in effect and all perquisites and other benefits
(other than any bonus) until the Employee becomes eligible for benefits under
any long-term disability plan or insurance program maintained by the Employer;
provided that the amount of any such payments to the Employee shall be reduced
by the sum of the amounts, if any, payable to the Employee for the same period
under any disability benefit or pension plan of the Employer or any of its
subsidiaries.  Furthermore, the Employee
shall receive any bonus earned or accrued through the date of incapacity
(including any amounts awarded for previous years but which were not yet paid).


 


(d)                                 If the Employee’s
employment is terminated for Cause as provided above or if the Employee
resigns, the Employee shall receive any sums due him as base salary and/or
reimbursement of expenses through the date of such termination.


 


(e)                                  If the Employee’s
employment is terminated by the Employee pursuant to clause (iv) of
Section 13(a), in addition to other rights and remedies available in law
or equity, the Employee shall be entitled to the following:


 


(i)                                     the
Employer shall pay the Employee severance compensation in an amount equal to
100% of his then current monthly base salary each month for twelve (12) months
from his date of termination, plus any bonus earned or accrued through the date
of termination (including any amounts awarded for previous years but which were
not yet paid).


 


(ii)                                  for
the period from the date of termination through the date that the Employee
attains the age of sixty-five (65) (the “Continuation Period”), the Employer
shall at its expense continue on behalf of the Employee and his dependents and
beneficiaries the life insurance, disability, medical, dental, and
hospitalization benefits provided (x) to the Employee at any time during the
ninety (90) day period prior to the Change in Control or at any time thereafter
or (y) to other similarly situated executives who continue in the employ of the
Employer during the Continuation Period. 
Such coverage and benefits (including deductibles and costs) shall be no
less favorable to the Employee and his dependents and beneficiaries than the
most favorable of such


 


6

















 


coverages and benefits during any of the
periods referred to above.  The
Employer’s obligation hereunder with respect to the foregoing benefits shall be
limited to the extent that the Employee obtains any such benefits pursuant to a
subsequent employer’s benefit plans, in which case the Employer may reduce the
coverage of any benefits it is required to provide the Employee hereunder as
long as the aggregate coverages and benefits of the combined benefit plans is
no less favorable to the Employee than the coverages and benefits required to
be provided hereunder.  This
subsection (ii) shall not be interpreted so as to limit any benefits to
which the Employee or his dependents or beneficiaries may be entitled under any
of the Employer’s employee benefit plans, programs, or practices following the
Employee’s termination of employment, including, without limitation, retiree
medical and life insurance benefits; and


 


(iii)                               the
restrictions on any outstanding incentive awards (including restricted stock)
granted to the Employee under the Company’s, or the holding company thereof,
long-term equity incentive program or any other incentive plan or arrangement
shall lapse and become 100% vested, all stock options and stock appreciation
rights granted to the Employee shall become immediately exercisable and shall
become 100% vested, all performance units granted to the Employee shall become
100% vested, and the restrictive covenants contained in Sections 10, 11 and 12
shall not apply to the Employee.


 


(f)                                    If the Employer
terminates the Employee’s employment other than pursuant to clauses (i), (ii),
(iii) or (v) of Section 13(a), the Employer shall pay to the Employee
severance compensation in an amount equal to 100% of his then current monthly
base salary each month for twelve (12) months from the date of termination,
plus any bonus earned or accrued through the date of termination (including any
amounts awarded for previous years but which were not yet paid).


 


(g)                                 With the exceptions of
the provisions of this Section 13, and the express terms of any benefit
plan under which the Employee is a participant, it is agreed that, upon
termination of the Employee’s employment, the Employer shall have no obligation to the Employee
for, and the Employee waives and relinquishes, any further compensation or
benefits (exclusive of COBRA benefits). 
At the time of termination of employment, the Employer and the Employee
shall enter into a mutually satisfactory form of release acknowledging such
remaining obligations and discharging both parties, as well as the Employer’s officers, directors and
employees with respect to their actions for or on behalf of the Employer, from
any other claims or obligations arising out of or in connection with the
Employee’s employment by the Employer, including the circumstances of such
termination.


 


(h)                                 The parties intend
that the severance payments and other compensation provided for herein are
reasonable compensation for the Employee’s services to the Employer and shall
not constitute “excess parachute payments” within the meaning of
Section 280G of the Internal Revenue Code of 1986 and any regulations
thereunder.  In the event that the
Employer’s independent accountants acting as auditors for the Employer on the
date of a Change in Control determine that the payments provided for herein
constitute “excess parachute payments,” then the compensation payable hereunder
shall be increased, on a tax gross-up basis, so as to reimburse the Employee
for the tax payable by the Employee, pursuant to Section 4999 of the


 


7

















 


Internal Revenue Code, on such “excess parachute payments,” taking into
account all taxes payable by the Employee with respect to such tax gross-up
payments hereunder, so that the Employee shall be, after payment of all taxes,
in the same financial position as if no taxes under Section 4999 had been
imposed upon him.


 


14.                                 Oral Modification
Not Binding.  This Agreement
supersedes all prior agreements and understandings between the parties and may
not be changed or terminated orally, and no change or attempted waiver of the
provisions hereof shall be binding unless in writing and signed by the party
against whom the same is sought to be enforced; provided, however, that
Employee’s compensation may be increased at any time by Employer without in any
way affecting any of the other terms and conditions of this Agreement, which in
all other respects shall remain in full force and effect.


 


15.                                 Governing Law.  This Agreement has been entered into in the
State of South Carolina and shall be governed by the laws of such State.


 


16.                                 Remedies for Breach.  Employee recognizes and agrees that a breach
by Employee of any covenant contained in this Agreement would cause
immeasurable and irreparable harm to Employer. 
In the event of a breach or threatened breach of any covenant contained
herein.  Employer shall be entitled to
temporary and permanent injunctive relief, restraining Employee from violating
or threatening to violate any covenant contained herein, as well as all costs
and fees incurred by Employer, including attorneys’ fees, as a result of
Employee’s breach or threatened breach of the covenant.  Employer and Employee agree that the relief
described herein is in addition to such other and further relief as may be
available to Employer at equity or by law. 
Nothing herein shall be construed as prohibiting Employer from pursuing
any other remedies available to it for such breach of threatened breach,
including the recovery of damages from Employee.


 


17.                                 Consideration.  Employee acknowledges and agrees that valid
consideration has been given to Employee by Employer in return for the promises
of Employee set forth herein.


 


18.                                 Covenants are
Independent.  The covenants on the
part of Employee contained herein shall each be construed as agreements
independent of each other and of any other provisions in this Agreement and the
unenforceability of one shall not effect the remaining covenants.


 


19.                                 Severability and
Substitution of Valid Provisions. 
To the extent that any provision or language of this Agreement is deemed
unenforceable, by virtue of the scope of the business activity prohibited or
the length of time the activity is prohibited, Employer and Employee agree that
this Agreement shall be enforced to the fullest extent permissible under the
laws and public policies of the State of South Carolina.


 


20.                                 Extension of
Periods.  Each of the time periods
described in this Agreement shall be automatically
extended by any length of time during
which Employee is in
breach of the corresponding covenant contained herein.  The provisions of this Agreement shall
continue in full force and effect throughout the duration of the extended
periods.


 


8

















 


21.                                 Reasonable
Restraint.  It is agreed by the
parties that the foregoing covenants in this agreement are necessary for the
legitimate business interests of Employer and impose a reasonable restraining
on Employee in light of the activities and business of Employer on the date of
the execution of this Agreement.


 


22.                                 Withholding of Taxes.  Employer
may withhold from any amounts
payable to Employee under this Agreement all federal, state, city or other
taxes and withholdings as shall be required pursuant to any applicable law,
rule or regulation.


 


23.                                 Notices.  Any notice required or permitted to be given
under this Agreement shall be sufficient if given in writing and sent by
registered or certified mail to his residence in the case of Employee or to its
principal office in the case of
Employer.


 


24.                                 Assignment.  The rights and obligations of the parties to
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Employer. 
This Agreement shall not be terminated by any merger or consolidation
whether or not Employer is the consolidated or surviving corporation or by
transfer of all or substantially all of the assets of Employer to another
corporation if there is a surviving or resulting corporation in such transfer.


 


25.                                 Severability.  It is not the intent of any party hereto to
violate any public policy of any jurisdiction in which this Agreement may be
enforced.  If any provision of this
Agreement or the application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise
unlawful, the remainder of this Agreement and the application of such provision
to any other person or circumstances shall not be affected.  In addition, the applicable provision shall
be reformed to the extent (and only to the extent) necessary to make it valid,
enforceable and legal.


 


26.                                 Certain Definitions.


 


(a)                                  “Affiliate”
shall mean any business entity controlled by, controlling or under common
control with the Employer.


 


(b)                                 “Cause” shall
consist of any of (A) the commission by the Employee 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
material harm to the Employer (including harm to its business reputation), (B)
the indictment of the Employee for the commission or perpetration by the
Employee of any felony or any crime involving dishonesty, moral turpitude or
fraud, (C) the material breach by the Employee of this Agreement that, if
susceptible of cure, remains uncured ten (10) days following written notice to
the Employee of such breach, (D) 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 (e.g., a memorandum
of understanding which relates to the Employee’s performance) regulatory action
against the Employee or the Employer or the Employer (provided that the Board of Directors determines in good faith, with the
Employee abstaining from participating in the consideration of and vote on


 


9

















 


the matter, that the subject matter of such action involves acts or omissions by or under the
supervision of the Employee or that termini nation of the Employee would
materially advance the Employer’s compliance with the purpose of the action or
would materially assist the Employer in avoiding or reducing the restrictions
or adverse effects to the Employer related to the regulatory action); (F) the
exhibition by the Employee of 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 the Board of Directors good faith and
reasonable judgment, with the Employee abstaining from participating in the
consideration of and vote on the matter, is materially detrimental to the
Employer’s best interest, that, if susceptible of cure remains uncured ten (10)
days following written notice to the Employee of such specific inappropriate
behavior; or (F) the failure of the Employee to devote his full business time
and attention to his employment as provided under this Agreement that, if
susceptible of cure, remains uncured thirty (30) days following written notice
to the Employee of such failure.


 


(c)                                  “Change in Control”
shall mean the occurrence during the Term of any of the following events,
unless such event is a result of a Non-Control Transaction:


 


(i)                                     The
individuals who, as of the date of this Agreement, are members of the Board of
Directors of the Employer (the “Incumbent Board”) cease for any reason to
constitute at least fifty percent of the Board of Directors of the Employer; provided,
however, that if the election, or nomination for election by the
Employer’s shareholders, of any new director was approved in advance by a vote
of at least fifty percent of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent Board; provided,
further, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), or
other actual or threatened solicitation of proxies or consents by or on behalf
of any person other than the Board of Directors of the Employer (a “Proxy
Contest”), including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest.


 


(ii)                                  An
acquisition (other than directly from the Employer) of any voting securities of
the Employer (the “Voting Securities”) by any “Person” (as the term “person” is
used for purposes of Section 13(d) or 14(d) of the Exchange Act)
immediately after which such Person has “Beneficial Ownership” (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the Employer’s then outstanding Voting Securities;
provided, however, that in determining whether
a Change in Control has occurred, Voting Securities which are acquired
in a Non-Control Acquisition shall not constitute an acquisition which would
cause a Change in Control.


 


(iii)                               Approval
by the shareholders of the Employer of: (i) a merger, consolidation, or reorganization involving the Employer;
(ii) a complete liquidation or dissolution of the Employer; or (iii) an
agreement for the sale or other disposition of all or


 


10

















 


substantially all of the assets of the
Employer to any Person (other than a transfer to a Subsidiary).


 


(iv)                              A
notice of an application is filed with the Office of Comptroller of the
Currency (the “OCC”) or the Federal Reserve Board or any other bank or thrift
regulatory approval (or notice of no disapproval) is granted by the Federal
Reserve, the OCC, the Federal Deposit Insurance Corporation, or any other
regulatory authority for permission to acquire control of the Employer or any
of its banking subsidiaries.


 


(d)                                 “Good Reason”
shall mean the occurrence after a Change in Control of any of the events or
conditions described in subsections (i) through (viii) hereof:


 


(i)                                     a
change in the Employee’s status, title, position or responsibilities (including
reporting responsibilities) which, in the Employee’s reasonable judgment,
represents an adverse change from his status, title, position or
responsibilities as in effect at any time within ninety (90) days preceding the
date of a Change in Control or at any time thereafter; the assignment to the
Employee of any duties or responsibilities which, in the Employee’s reasonable
judgment, are inconsistent with his status, title, position or responsibilities
as in effect at any time within ninety (90) days preceding the date of a Change
in Control or at any time thereafter; any removal of the Employee from or
failure to reappoint or reelect him to any of such offices or positions, except
in connection with the termination of his employment for Disability or Cause,
as a result of his death, or by the Employee other than for Good Reason, or any
other change in condition or circumstances that in the Employee’s reasonable
judgment makes it materially more difficult for the Employee to carry out the
duties and responsibilities of his office than existed at any time within
ninety (90) days preceding the date of Change in Control or at any time
thereafter;


 


(ii)                                  a
reduction in the Employee’s base salary or any failure to pay the Employee any
compensation or benefits to which he
is entitled within
five (5) days of the date due;


 


(iii)                               the
Employer’s requiring the Employee to be based at any place outside a 30-mile
radius from the executive offices occupied by the Employee immediately prior to
the Change in Control, except for reasonably required travel on the Employer’s
business which is not materially greater than such travel requirements prior to
the Change in Control;


 


(iv)                              the
failure by the Employer to (A) continue in effect (without reduction in benefit
level and/or reward opportunities) any material compensation or employee
benefit plan in which the Employee was participating at any time within ninety
(90) days preceding the date of a Change in Control or at any time thereafter,
unless such plan is replaced with a plan that provides substantially equivalent
compensation or benefits to the Employee, or (B) provide the Employee with
compensation and benefits, in the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities) to those provided for under each
other employee benefit plan, program and practice in which the


 


11

















 


Employee was participating at any time within
ninety (90) days preceding the date of a Change in Control or at any time
thereafter;


 


(v)                                 the
insolvency or the filing (by any party, including the Employer) of a petition
for bankruptcy of the Employer, which petition is not dismissed within sixty
(60) days;


 


(vi)                              any
material breach by the Employer of any material provision of this Agreement;


 


(vii)                           any
purported termination of the Employee’s employment for Cause by the Employer
which does not comply with the terms of this Agreement; or


 


(viii)                        the failure
of the Employer to obtain an agreement, satisfactory to the Employee, from any
successor or assign to assume and agree to perform this Agreement, as
contemplated in Section 11 hereof.


 


Any event or condition described
in clause (i) through (viii) above which occurs prior to a Change in Control
but which the Employee reasonably demonstrates (A) was at the request of a
third party, or (B) otherwise arose in connection with, or in anticipation of,
a Change in Control which actually occurs, shall constitute Good Reason for
purposes of this Agreement, notwithstanding that it occurred prior to the
Change in Control.  The Employee’s right
to terminate his employment for Good Reason shall not be affected by his
incapacity due to physical or mental illness.


 


(e)                                  “Non-Control
Transaction” shall mean a transaction described below:


 


(i)                                     the
shareholders of the Employer, immediately before such merger, consolidation or
reorganization, own, directly or indirectly, immediately following such merger,
consolidation or reorganization, at least 50% of the combined voting power of the
outstanding voting securities of the corporation
resulting from such merger, consolidation or reorganization (the
“Surviving Corporation”) in substantially the same proportion as their
ownership of the Voting Securities immediately before such merger,
consolidation or reorganization; and


 


(ii)                                  immediately
following such merger, consolidation or reorganization, the number of directors
on the board of directors of the Surviving Corporation who were members of the
Incumbent Board shall at least equal the number of directors who were
affiliated with or appointed by the other party to the merger, consolidation or
reorganization.


 


(f)                                    “Notice of
Termination” shall mean a written notice of termination from the Employer
of the Employee which specifies an effective date of termination, indicates the
specific termination provision in this Agreement relied upon, and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Employee’s employment under the provision so indicated.


 


12

















 


27.                                 Entire Agreement.  This Agreement supersedes any other
agreements, oral or written between the parties with respect to the subject
matter hereof, and contains all of the agreements and understandings between
the parties with respect to the employment of Employee by Employer.  Any waiver or modification of any term of
this Agreement shall be effective only if it is set forth in writing signed by
all parties hereto.


 


28.                                 Gender Neutrality.  The terms “he,” “him,” “his,” and “himself,”
where used in this Agreement, shall refer to both the masculine and feminine
genders, as may be appropriate.


 


29.                                 Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same Agreement.


 


13

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written on this 12th day of May, 2004.


 


	
   

  	
  EMPLOYER:

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENVILLE FIRST BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  By:

  	
  /s/ R. Arthur Seaver, Jr.

  	
   

  
	
   

  	
   

  	
  Name: R. Arthur Seaver, Jr.

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Fred Gilmer, Jr.

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ J. Edward Terrell

  	
   

  
	
   

  	
  J. Edward Terrell

  
							



 


14