Exhibit 10.3


 


Amendments to Certain Compensation Arrangements


 


[date]


 


[name of executive]


SCBT
Financial Corporation


520
Gervais Street


Columbia,
South Carolina 29201


 


Dear
[executive],


 


SCBT Financial Corporation
(the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation
Agreement”) with the United States Department of Treasury (the “Treasury”) that
provides, among other things, for the purchase by the Treasury of securities
issued by the Company. This purchase is anticipated to occur as part of the
Company’s participation in the Treasury’s Troubled Asset Relief Program -
Capital Purchase Program (the “CPP”).


 


As a condition to the
closing of the investment contemplated by the Participation Agreement, the
Company is required to take certain actions with respect to compensation
arrangements of its senior executive officers. The Company has determined that
you are or may be a senior executive officer for purposes of the CPP. To comply
with the requirements of the CPP, and in consideration of the benefits that you
will receive as a result of the Company’s participation in the CPP and for
other good and valuable consideration, the sufficiency of which you hereby
acknowledge, you agree as follows:


 


(1)           No
Golden Parachute Payments. You will not be entitled to receive from the Company
any golden parachute payment (as defined below) during any period in which the
Treasury holds an equity or debt position acquired from the Company in the CPP
(the “CPP Covered Period”) (or during the year following any acquisition of the
Company, to the extent required by the CPP Limitations (as defined below)).


 


(2)           Recovery
of Bonus and Incentive Compensation. You will be required to and shall return
to the Company any bonus or incentive compensation paid to you by the Company
during the CPP Covered Period if such bonus or incentive compensation is paid
to you based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria.


 


(3)           Compensation
Program Amendments. Each of the Company’s compensation, bonus, incentive and
other benefit plans, arrangements and agreements , including your Employment
Agreement (all such plans, arrangements and agreements, the “Benefit Plans”)
are hereby amended to the extent necessary to give effect to provisions (1) and
(2) of this letter.


 


The Company is also required
as a condition to participation in the CPP to review the Benefit Plans to
ensure that the Benefit Plans do not encourage its senior executive officers to
take unnecessary and excessive risks that threaten the value of the Company. To
the extent that the Company determines


 

















 


that the Benefit Plans must be revised as a
result of such review, or determines that the Benefit Plans must otherwise be
revised to comply with Section 111(b) of the EESA (as defined below)
as implemented by any guidance or regulation thereunder that has been issued
and is in effect as of the closing date of the Company’s issuance of preferred
stock and warrants to acquire common stock to the Treasury pursuant to the CPP
(the “CPP Limitations”), you and the Company agree to negotiate and effect such
changes promptly and in good faith.


 


(4)           Definitions and Interpretation. This letter shall be interpreted as
follows:


 


·      “Senior executive officer” means the Company’s
“senior executive officers” as defined in Q&A 2 of the Interim Final Rule issued
by the Treasury at 31 CFR Part 30, effective on October 20, 2008 (the
“Interim Final Rule”).


 


·      “Golden parachute payment” shall have the
meaning set forth in Q&A 9 of the Interim Final Rule.


 


·      The term “Company” includes any entities treated
as a single employer with the Company under Q&A 1 and Q&A 11 of the
Interim Final Rule.


 


·      This letter is intended to, and shall be
interpreted, administered and construed to comply with Section 111 of the
Emergency Economic Stabilization Act of 2008 (the “EESA”) and the regulations
and guidance promulgated thereunder (and, to the maximum extent consistent with
the preceding, to permit operation of the Benefit Plans in accordance with
their terms before giving effect to this letter).


 


(5)           Miscellaneous.
To the extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of the State of South Carolina. This
letter may be executed in two or more counterparts, each of which will be
deemed to be an original. A signature transmitted by facsimile will be deemed
an original signature.


 


(6)           If
the Treasury does not purchase the securities contemplated by the Participation
Agreement, then this letter shall be of no force or effect. In addition, upon
such time as the Treasury no longer holds securities or debt of the Company
acquired under the CPP, this letter shall be of no further force or effect,
except to the extent required by the CPP Limitations. If you cease to be a
senior executive officer of the Company for purposes of the CPP, you shall be
released from the restrictions and obligations set forth in this letter to the
extent permissible under the CPP. If it is determined that you are not a senior
executive officer of the Company as of the date hereof, this letter shall be of
no force or effect.


 


The Company appreciates the
concessions you are making and looks forward to your continued leadership
during these financially turbulent times.


 


[Signature page follows]


 

















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
  SCBT
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
    Robert
  R. Hill, Jr.

  
	
   

  	
  Title:

  	
    President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Intending
  to be legally bound, I agree with and accept the foregoing terms on the date
  set forth below.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Date: