Exhibit
10.2


 


SCBT Financial Corporation


Description of the 2010 Executive Performance Plan


 


PURPOSE- The purpose of the SCBT
Financial Corporation 2010 Executive Performance Plan (the “Executive
Performance Plan”) is to establish more reasonable goals and objectives in
light of the current economic environment while still promoting the long-term
growth and financial success of SCBT Financial Corporation and its subsidiaries
(the “Company”) by (1) attracting and retaining key officers and employees
of outstanding ability, (2) strengthening the Company’s capability to
develop, maintain, and direct a competent management team, (3) providing
an effective means for selected key officers and employees to acquire and
maintain ownership of Company stock, and (4) providing incentive
compensation opportunities competitive with those of other major corporations.


 


This Executive Performance Plan describes the terms
pursuant to which the Company plans to distribute cash bonuses and issue stock
options and restricted stock to certain of the Company’s key officers and
employees.  The stock options and
restricted stock described in this Executive Performance Plan will be reserved
for issuance under, and will be issued pursuant to, the Company’s 2004 Stock
Incentive Plan.  The actual issuance of
stock options and restricted stock will be made pursuant to separate agreements
that will be entered into between the Company and each participant under the
2004 Stock Incentive Plan.  Capitalized
terms not defined in this Executive Performance Plan shall have the definitions
attributed to such terms in the 2004 Stock Incentive Plan.


 


TERM- The Company anticipates that
this Executive Performance Plan will cover the fiscal year ending on December 31,
2010.  At the end of this term, the Compensation
Committee of the Board (the “Committee”) of the Company may determine at its discretion
whether to reinstate the 2006 Long-Term Retention and Incentive Plan, to revise
the design of the 2006 Long-Term Retention and Incentive Plan, or to initiate a
new long-term retention and incentive plan. 
The Committee anticipates that the cash bonus and/or the initial stock
options and restricted stock grants under the Executive Performance Plan would
be paid out and/or issued in January 2011, based on the achievement of
specified performance goals for the year 2010 and otherwise in the discretion
of the Committee.


 


EQUITY TYPE —Two equity instruments will
be used in the Executive Performance Plan: stock options and restricted stock.  The Committee’s intent is to use incentive
stock options (as defined in IRC § 422) whenever practical.  All equity awards described in this Executive
Performance Plan will be issued under and pursuant to the terms of the 2004
Stock Incentive Plan.


 


PARTICIPANTS—  The Committee shall have the
discretion to designate the key officers and employees who will participate in
the Executive Performance Plan.


 

















 


AWARDS-The Committee anticipates that three types of
awards will be granted pursuant to this Executive Performance Plan, one of which
is cash based and two of which are equity based, including a one-time award of
stock options and a one-time award of restricted stock.  Attached to the restricted stock awards would
be dividend and voting rights.  The
Committee intends to reserve a number of shares of Common Stock for the annual
award of stock options and annual grant of restricted stock to each participant.  However, the actual issuance or grant of
options or restricted stock to each participant would likely be made at the beginning
of 2011, or as soon thereafter as practicable. 
The Company’s achievement of certain performance goals will determine
the actual amount of stock options and restricted stock that will be issued,
and the issuance would be made on or about the first business day of January 2011.


 


VALUE OF THE ANNUAL AWARD


 


·                  Formula Based Cash Incentive-
Cash bonuses capped at 50% of the opportunity levels previously approved by the
Committee in early 2009 which the Company will accrue and pay out upon
achievement of performance goals at the threshold, target or maximum levels.


·                  Discretionary Based Cash Incentive-
Cash bonuses in amounts payable on a discretionary basis if financial
performance is materially above established goals.


·                  Restricted Stock- The  Committee will reserve a
number of shares for the restricted stock grant based upon achievement of three
categories of performance goals at the threshold, target or maximum levels.


·                  Stock Options-  Each stock option grant will have an exercise
price equal to the Fair Market Value of the Common Stock (as determined
pursuant to the 2004 Stock Incentive Plan) on the date of grant. Grants of
stock options are within the discretion of the Board.


 


PERFORMANCE GOALS-Three categories of performance
goals will be used:  Soundness, Profitability,
and Loan and Deposit Growth.  The amount
of cash bonus and restricted stock issued will depend on the level achieved for
each performance goal.  Each award level will
increase upon achievement of performance goals at the threshold, target or
maximum level.  The Committee will
approve the performance goals for each particular cash bonus or grant of
restricted stock prior to making that cash bonus or particular grant, as
applicable.


 


The
“Soundness” goal is measured based on the following components: (i) receiving
a prescribed rating from the principal bank regulator that is at least as high
as the Company’s most recent rating; (ii) maintaining a percentage of
non-performing assets under 3.0% (threshold and target) or 2.8% (maximum), and (iii) attaining
a level of classified assets under each prescribed level determined by the
Committee.  The “Soundness” goal is
weighted at 50% of the total opportunity under the Executive Performance Plan.


 


The
“Profitability” goal is achieved by earning the amount that was earned in the
prior year (threshold), reaching the budgeted amount (target), or reaching 110%
of the 


 


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budgeted
amount (maximum).  The “Profitability”
goal is weighted at 25% of the total opportunity under the Executive
Performance Plan.


 


The
“Loan and Deposit Growth” goal is achieved by not having any material decline
either loan or deposits during the year. 
The “Loan and Deposit Growth” goal is weighted at 25% of the total
opportunity under the Executive Performance Plan.


 


FORMULA
BASED CASH INCENTIVE-  Annex A shows the applicable
percentage of each participant’s base salary that the participant is eligible
to receive if the performance-based goals of the Company are achieved at the
threshold (55% of maximum opportunity), target (80% of maximum opportunity), or
maximum levels.


 


DISCRETIONARY
BASED CASH INCENTIVE- Participants only become eligible for the
discretionary based cash incentive component if there is a material increase in
the Company’s net income for 2010.  The
Committee has discretion to set the level of cash payouts that each participant
would receive.


 


RESTRICTED
STOCK- Annex B shows the percentage of the participant’s salary that
the participant would be eligible to receive in shares of restricted stock
pursuant to the Company’s 2004 Stock Incentive Plan.  Dividends paid and voting rights will be
attached to all shares of restricted stock issued under the Executive
Performance Plan.


 


STOCK
OPTIONS- The Board has the ability to grant stock options pursuant to the
Company’s 2004 Stock Incentive Plan on a discretionary basis.


 


NEW PARTICIPANTS-If an executive joins the Company
during 2010, the Board may elect to include the new executive in the Executive
Performance Plan.  The executive would be
awarded a pro rata annual award for 2010. 
The same vesting rules apply to new participants during the first
year of the plan as described above.


 


TERMINATION OF EMPLOYMENT- Unless determined otherwise
by the board of directors in a particular case, each option and restricted
stock agreement will contain the following provisions:


 


(a) 
If the termination of employment is voluntary on the part of the participant
and without written consent of the Company, or is by the Company with cause (as
such term is defined in the participant’s employment agreement with the Company
as then in effect, if any), the participant will (i) be entitled to retain
all vested restricted stock but will forfeit any unvested awards and (ii) have
90 days to exercise any vested stock options but will forfeit any unvested options.


 


(b) 
If the termination of employment is by the Company without cause, the
participant will (i) be entitled to retain all vested and unvested shares
of restricted stock (and all unvested awards will vest immediately upon
termination) and (ii) have 90 days to exercise any vested stock options
but will forfeit any unvested options.


 


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(c) 
If termination is due to the participant’s death or retirement (defined as
normal retirement at age 65 or a total of 25 years of service with the Company),
(i) the participant (or the participant’s beneficiary) will receive not
only the vested shares of restricted stock but also the number of shares earned
but unvested (the remaining shares will vest upon the participant’s death or
disability), and (ii) all outstanding stock options will vest upon the
participant’s death or disability and the participant (or the participant’s
beneficiary) will have one year (in the case of disability) and two years (in
the case of death) to exercise the stock options.


 


(d) 
In the event of a change in control, all earned but unvested shares of
restricted stock and unvested stock options will become fully vested
immediately.


 


STOCK OPTION AND RESTRICTED STOCK AGREEMENTS- The Company will prepare separate stock option and restricted stock
agreements to reflect the issuance of the stock options and restricted stock
described in this Executive Performance Plan. 
The Company reserves full discretion to establish the terms of each such
agreement, including terms that may be different from or inconsistent with
those described in this Executive Performance Plan.  To the extent the terms of any such agreement
prepared by the Company are inconsistent with the terms of this Executive
Performance Plan, the terms of the individual agreement shall control.


 


MISCELLANEOUS-  This Executive Performance Plan is a
statement of current intention only, and it does not create any legally binding
rights in favor of any officer or employee of the Company to receive cash
bonuses, stock options or restricted stock from the Company.  Any bonus payments in accordance with this
Executive Performance Plan (or otherwise relating to 2010 performance) shall be
made before March 15, 2011.  This
timing requirement shall be binding, notwithstanding that the rest of the
provisions of this Executive Performance Plan are non-binding, on the Company.  The Committee has the right to interpret this
Executive Performance Plan and its interpretations shall be binding on any
participants.  The Committee can amend or
terminate this Executive Performance Plan. 
This Executive Performance Plan is not intended to be exclusive; the
Company may provide compensation in any other manner that it chooses.


 


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ANNEX A


 


Formula Based Cash Incentive


 


	
   

  	
   

  	
   

  	
   

  	
  Recommended 2010 Formula Based

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Cash Incentive Plan

  	
   

  
	
  Name

  	
   

  	
  Position

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
  Achievement of Performance
  Goals

  	
   

  	
   

  	
   

  	
  55.0

  	
  %

  	
  80.0

  	
  %

  	
  100.0

  	
  %

  
	
  Robert Hill

  	
   

  	
  CEO

  	
   

  	
  22.0

  	
  %

  	
  32.0

  	
  %

  	
  40.0

  	
  %

  
	
  John Pollok

  	
   

  	
  COO

  	
   

  	
  19.3

  	
  %

  	
  28.0

  	
  %

  	
  35.0

  	
  %

  
	
  John Windley

  	
   

  	
  President
  of SCBT, N.A.

  	
   

  	
  16.5

  	
  %

  	
  24.0

  	
  %

  	
  30.0

  	
  %

  
	
  Tom Camp

  	
   

  	
  President
  & CEO of SCBT of the Piedmont, a division of SCBT, N.A.

  	
   

  	
  16.5

  	
  %

  	
  24.0

  	
  %

  	
  30.0

  	
  %

  
	
  Joe Burns

  	
   

  	
  Chief
  Credit Officer

  	
   

  	
  16.5

  	
  %

  	
  24.0

  	
  %

  	
  30.0

  	
  %

  
	
  Donnie Pickett

  	
   

  	
  CFO

  	
   

  	
  16.5

  	
  %

  	
  24.0

  	
  %

  	
  30.0

  	
  %

  



 


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ANNEX B


 


Restricted Stock Plan


 


	
   

  	
   

  	
   

  	
   

  	
  Restricted Stock Opportunities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Max

  	
   

  	
  Extraordinary

  	
   

  
	
  Name

  	
   

  	
  Position

  	
   

  	
  Tier 1

  	
   

  	
  Tier 2

  	
   

  	
  Tier 3

  	
   

  	
  Discretionary

  	
   

  
	
  Achievement of Performance
  Goals

  	
   

  	
   

  	
   

  	
  55.0

  	
  %

  	
  80.0

  	
  %

  	
  100.0

  	
  %

  	
  Discretionary

  	
   

  
	
  Robert Hill

  	
   

  	
  CEO

  	
   

  	
  43.0

  	
  %

  	
  62.0

  	
  %

  	
  78.0

  	
  %

  	
  Discretionary

  	
   

  
	
  John Pollok

  	
   

  	
  COO

  	
   

  	
  25.0

  	
  %

  	
  36.0

  	
  %

  	
  45.0

  	
  %

  	
  Discretionary

  	
   

  
	
  John Windley

  	
   

  	
  President
  of SCBT, N.A.

  	
   

  	
  22.0

  	
  %

  	
  32.0

  	
  %

  	
  40.0

  	
  %

  	
  Discretionary

  	
   

  
	
  Tom Camp

  	
   

  	
  President
  & CEO of SCBT of the Piedmont, a division of SCBT, N.A.

  	
   

  	
  14.0

  	
  %

  	
  20.0

  	
  %

  	
  25.0

  	
  %

  	
  Discretionary

  	
   

  
	
  Joe Burns

  	
   

  	
  Chief
  Credit Officer

  	
   

  	
  19.0

  	
  %

  	
  28.0

  	
  %

  	
  35.0

  	
  %

  	
  Discretionary

  	
   

  
	
  Donnie Pickett

  	
   

  	
  CFO

  	
   

  	
  14.0

  	
  %

  	
  20.0

  	
  %

  	
  25.0

  	
  %

  	
  Discretionary

  	
   

  



 


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