Exhibit 10.1


 


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. and Greenville First Bancshares, Inc.
(hereinafter collectively called “Employer” or 
“Company”), having its principal office at 112 Haywood Road, Greenville,
South Carolina 29607, and James M. Austin, III (hereinafter called “Employee”),
whose residence address is 103 W Shallowstone Road/Greer/South Carolina/29650.


 


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 Executive Vice President and the
Chief Financial Officer and in such capacity shall perform such duties as are
consistent with that position, 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 full 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 last 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
$135,000.00 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.


 


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 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;


 


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(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.


 


(3)                                  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.


 


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.


 


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(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 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;


 


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(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 (30th) day 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 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


 


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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 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.


 


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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.


 


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.


 


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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 the matter, 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 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); (E) 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


 


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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 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.


 


(e)                                  “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


 


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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 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.


 


(g)                                 “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.


 


(h)                                 “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.


 


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.


 


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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.


 


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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.

  
	
  Attest:

  	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Fred Gilmer, Jr.

  	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GREENVILLE FIRST BANCSHARES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
  By:

  	
   /s/ R. Arthur Seaver, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: R. Arthur Seaver, Jr.

  
	
  Attest:

  	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Fred Gilmer, Jr.

  	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James M. Austin, III

  	
   

  
	
   

  	
   

  	
  James M. Austin, III

  
								



 


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