Exhibit 10.8


 


SECOND AMENDED AND RESTATED


EMPLOYMENT AND NON-COMPETITION AGREEMENT


 


THIS
AGREEMENT, dated and effective this 31st day of December 2008,
between SCBT Financial Corporation, which was formerly known as First National
Corporation, a bank holding company organized and existing under the laws of
the State of South Carolina (the “Company”), and Thomas S. Camp (the “Employee”).


 


WHEREAS,
the Company and Employee formerly entered into an Agreement entitled Employment
Agreement dated November 10, 1998 and Employment Agreement Amendment dated
December 5, 2001 and thereafter entered into an Amended and Restated
Employment and Non-Competition Agreement effective September 1, 2006; and


 


WHEREAS, Company and
Employee wish to terminate the Amended and Restated Employment and
Non-Competition Agreement effective September 1, 2006, and enter into this
Agreement under the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of mutual covenants contained herein, and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties do mutually agree as follows:


 


1.             Employment.  The
Company agrees to employ Employee, and Employee agrees to serve the Company,
upon the terms and conditions set forth in this Agreement.


 


2.             Term.  The
term of this employment hereunder shall commence immediately upon the date
hereof and shall continue for a period of three years unless terminated earlier
as provided herein (the “Term”); provided, however, that on each anniversary
date of this Agreement, the Term shall be extended for one year (so that on
each anniversary date the Term will be three years) unless at least sixty (60)
days prior to any such anniversary date either party gives to the other notice
in writing of non-renewal.  If one of the
parties provides notice in accordance with this Section 2 but the parties
do not enter into a new Agreement prior to the expiration of the Term, the
Employee’s employment shall become one of at-will.


 


3.             Position
and Responsibilities. During the period of employment hereunder,
Employee shall serve as President and CEO of SCBT of the Piedmont, N.A., a
Division of SCBT, N.A., a wholly-owned subsidiary of the Company (the “Bank”),
or in such other office and authority as may be designated by the Board of
Directors of the Company and the Bank. 
Employee shall have the duties, responsibilities, rights, power and
authority that may be from time to time delegated or assigned to him by the
Board of Directors of the Company and the Bank.


 


4.             Duties.   During the period of
employment hereunder, Employee shall devote all of his business time,
attention, skills and efforts to the business of the Company and the faithful
performance of his duties and responsibilities hereunder.  Employee shall be loyal to  


 


THIS AGREEMENT IS SUBJECT TO BINDING


ARBITRATION
PURSUANT TO S. C. CODE §15-48-10 ET SEQ.,


AS
AMENDED FROM TIME TO TIME


 

















 


the
Company and shall refrain from rendering any business services to any person or
entity other than the Company and its affiliates without the prior written
consent of the Company.  Employee may,
and is encouraged to participate in such civic, charitable, and community
activities that do not substantially interfere with the performance of his duties
under this Agreement.  Employee shall be
permitted to make private investments so long as these investments do not
materially and adversely affect his employment hereunder.


 


5.             Compensation and Benefits. For all services rendered
by Employee to the Company hereunder, the Company shall compensate Employee as
follows:


 


(a)           Base Salary.  During the period of employment hereunder,
the Company shall pay Employee an annual salary (as increased by the Company
from time to time in its sole discretion, “Base Salary”), which currently is
$206,550.00 per year, subject to applicable federal and state income and social
security tax withholding requirements. 
The Base Salary shall be payable in accordance with the Company’s
customary payroll practices.


 


(b)           Reimbursement of Expenses.  The Company shall pay or reimburse Employee
for all reasonable travel and other business related expenses incurred by him
in performing his duties under this Agreement. 
Such expenses shall be appropriately documented and submitted to the
Company in accordance with the Company’s policies and procedures as established
from time to time.  In no event, however, shall reimbursement of
expenses be paid later than the end of the year following the year in which the
expense was incurred.


 


(c)           Vacation and Sick Leave.  Employee shall be provided with vacation and
sick leave in accordance with the Company’s policies and procedures for senior
executives as established from time to time.


 


(d)           Employee Benefit Plans.  During the period of employment hereunder,
Employee shall be entitled to participate in the employee benefit plans of the
Company or its successors or assigns, as presently in effect or as they may be
modified or added to from time to time, to the extent such benefit plans are
provided to other similarly situated employees.


 


(e)           Incentive Bonus Plans.  During the period of employment hereunder,
Employee shall be entitled to participate in the Company’s incentive-based
bonus plans, applicable to his employment position, in accordance with both the
terms and conditions of such plans and the Company’s policies and procedures as
established and amended from time to time.


 


(f)            Other Fringe Benefits.  During the period of employment hereunder,
the Company shall (i) provide Employee with the use of an automobile, (ii) reimburse
Employee for the expense of his attendance at such meetings and conventions the
Company requires him to attend, and (iii) pay on behalf of Employee dues
required to maintain membership during his employment in the Country Club of
Rock Hill.  Any and all reimbursements payable to the Employee for attending
meetings and conventions which Employee is required by the Company to attend
shall be paid no later than the end of the year following the year in which the
expense was incurred.


 


(g)           Total
Compensation.  As used herein,
the term Total Compensation shall refer to the aggregate total of: (i) the
Employee’s Base Salary at the time the Employee’s 


 


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employment terminates, (ii) the greater of the
Employee’s annual bonus for the fiscal year immediately preceding the fiscal
year in which Employee’s employment terminates or the average of the annual
bonus for the prior five fiscal years preceding termination, and (iii) the
amount the Company contributes towards Employee’s health and dental insurance
on a monthly basis as of the time the Employee’s employment terminates.


 


6.             Termination
of Employment.


 


(a)           Termination Upon Death, Disability
or For Cause.  The Company
shall the right to terminate Employee’s employment hereunder upon the death or
Disability (as defined below) of Employee or for Cause (as defined below).  If Employee’s employment is terminated due to
death, Disability or for Cause, the Company shall have no further obligation to
Employee under this Agreement.  Termination for Disability or for Cause shall
be effective immediately or upon such notice to Employee of such termination as
may be determined by the Board of Directors. 
For the purpose of this Agreement:


 


(i)            “Disability”
means “disability” (as such term is defined under the Company’s disability
insurance policy maintained for Bank executives from time to time) suffered by
Employee for a continuous period of at least three months or any impairment of
mind or body that is likely to result in a “disability” of Employee for more
than six months during any twelve-month period.


 


(ii)           “Cause” means: (A) the
repeated failure of Employee to perform his responsibilities and duties
hereunder; (B) the commission of an act by Employee constituting
dishonesty or fraud against the Company or the Bank; (C) being charged with a
felony; (D) habitual absenteeism; (E) Employee is determined to have been on the job while
under the influence of alcohol, unauthorized or illegal drugs,
prescription drugs that have not been prescribed for the Employee, or other
substances that have the potential to impair the Employee’s judgment or
performance; (F) the commission of an act by Employee involving gross
negligence or moral turpitude that brings the Company or any of its affiliates
into public disrepute or disgrace or causes material harm to the customer
relations, operations or business prospects of the Company or its affiliates; (G) bringing
firearms or weapons into the workplace; (H) the Employee’s failure to
comply with policies, standards, and regulations of Company; (I) the Employee’s
engagement in conduct which is in material contravention of any federal, state
or local law or ordinance other than a minor offense which does not reflect or
impact upon the Employer or Bank; (J) the Employee’s engagement in conduct
which is unbecoming to or inconsistent with the duties and responsibilities of
a member of management of the Employer; or (K) the Employee engaging in
sexual or other form of illegal harassment.


 


In the event of termination of Employee’s
employment for death, Disability or Cause under this Section 6(a),
Employee shall be entitled only to the Base Salary earned through the date of
termination.  In the case of the Employee’s
death such payment shall be made to Employee’s estate unless the Employee has
directed otherwise in a writing directed to the Company prior to his death.


 


(b)           Termination Without Cause.  The Company shall have the right to terminate
Employee’s employment at any time and for any reason subject to the provisions
of 


 


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this
Section 6(b).  In the event that the
Company shall terminate Employee’s employment for any reason other than as
provided in Section 6(a), the Company shall as its sole obligation
hereunder pay to Employee the Base Salary, subject to applicable federal and
state income and social security tax withholding requirements and in accordance
with the Company’s customary payroll practices, for the 12 month period
immediately following termination.  To the extent that any amount payable during
this six month period following termination exceeds the lesser of (1) two
times the employee’s annual rate of compensation for the taxable year before
the taxable year in which the termination occurs, or (2) two times
the then current compensation limit set for tax-qualified retirement plans
under Internal Revenue Code Section 401(a)(17), such excess
amount shall not be paid to Employee before the date that is six months
after the date of termination of the Employee (or, if earlier than the end of
the six month period, the date of death of the Employee).  In addition, for a period of 12 months,
the Company shall contribute towards Employee’s COBRA premium, i.e., pay the
same monthly amount for family coverage as it would if he were an active
employee, if Employee is covered under Company or Bank’s health welfare
benefit plan prior to the cessation of his employment and elects to maintain
coverage through COBRA.  Employee
shall be responsible for the remaining portion of the monthly COBRA premium
during this period.  If Employee fails to
make his portion of the COBRA payment before the 10th of the month
for which coverage is sought (i.e. January 10th for January coverage),
Company’s obligation under this Section 6(b) to pay toward Employee’s
monthly COBRA premium shall cease.  If
Employee elects to extend coverage under Company or Bank’s health welfare
benefit plan after 12 months, Employee will be responsible for the payment of
the entire applicable COBRA premium.  If
Employee becomes eligible to enroll in another employer-sponsored health
welfare benefit plan prior to end of the 12 months, Company’s obligation under
this Section 6(b) to pay toward Employee’s monthly COBRA premium
shall cease.  The Company’s obligations
to make certain payments to or on behalf of the Employee under this Section 6(b) is
expressly conditioned upon the Employee executing and returning to Company a
settlement agreement that will include a full waiver and release of all claims,
including potential claims known or unknown, against Company, Bank, their
officers, directors, agents, employees, etc.


 


(c)           Termination by Employee.  Employee shall have the right at any time
voluntarily to terminate his employment, upon 30 days written notice, in which
event Employee shall be entitled only to the Base Salary through the date of
termination.


 


7.             Change of
Control.


 


(a)            If


 


(i) 
a Change of Control (as defined below) occurs during the Term of this Agreement
or any extension thereof; and


 


(ii)           (A) Employee’s
employment is terminated in anticipation of a Change in Control, or (B) Employee
is employed by the Company or an affiliate thereof at the time such Change of
Control occurs, and at anytime within one year after the Change in
Control occurs


 


(1)           the Employee is given notice
of non-renewal of this Agreement pursuant to Section 2 hereof, or his
employment is terminated 


 


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by the Company or an affiliate or successor thereof for any reason
other than for death, Disability or Cause, or


 


(2)           Employee voluntarily
terminates his employment during the Window Period, as hereinafter defined, for
any reason other than death or Disability, or Employee terminates his
employment for Good Reason, as hereinafter defined,


 


the Company (or its
successors) shall pay to Employee, or his beneficiary in the event of his
subsequent death, subject to applicable federal and state income, social
security and other employment tax withholding, an amount (the “Change in
Control Payments”) equal to three times the Employee’s Total Compensation.


 


(b)           The Change of
Control Payment is in lieu of and not in addition to any payments
provided for under Section 6 of this Agreement.  Such amount shall be paid in two equal
payments each consisting of one-half the total Change of Control Payments with
the first payment to be made immediately upon the cessation of employment, the
second to be made exactly one year later. 
To the extent that any amount
payable immediately upon the cessation of employment exceeds the
lesser of (1) two times the employee’s annual rate of compensation for the
taxable year before the taxable year in which the termination occurs, or (2) two
times the then current compensation limit set for tax-qualified retirement
plans under Internal Revenue Code Section 401(a)(17), such excess
amount shall not be paid to Employee before the date that is six months
after the date of termination of the Employee (or, if earlier than the end of
the six month period, the date of death of the Employee).   The Company or its successor’s
obligations to make certain payments to or on behalf of the Employee under this
Section 7 is expressly conditioned upon the Employee executing and
returning to Company or its successor a settlement agreement that will include
a full waiver and release of all claims, including potential claims known or
unknown, against Company, Bank, successors, assigns, their officers, directors,
agents, employees, etc.


 


(c)           Notwithstanding anything in
this Agreement to the contrary, if a Change of Control occurs after the date of
this Agreement, and if Employee is entitled under any agreement or arrangement
to receive compensation that would constitute a parachute payment (including,
without limitation, the vesting of any rights) within the meaning of Code §280G
(the “Parachute Payments”), the Change of Control Payment shall be reduced to
the extent necessary to cause the aggregate present value of all payments in
the nature of compensation to Employee that are contingent on a change in the
ownership or effective control of the Company or in the ownership of a
substantial portion of the assets of the Company, not to exceed 2.99 times the
Base Amount, all within the meaning of Code §280G.


 


(d)           For purposes of this
Section, “Window Period” shall mean the thirty-day period immediately
following elapse of six months after the occurrence of any Change of Control
(as defined below).


 


(e)           For purposes of this
Section, “Good Reason” shall mean, without Employee’s express written
consent the occurrence of any of the following circumstances unless such
circumstances are fully corrected within thirty days after Employee notifies
the company in writing of the existence of such circumstances as hereinafter
provided:


 


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(i)            a material diminution in the
employee’s authority, duties, or responsibilities other than those contemplated
by Section 3 hereof or materially inconsistent with the position with the
Company that Employee held immediately prior to the assignment of such duties
or responsibilities or the condition of Employee’s employment from those
contemplated in Section 3 hereof;


 


(ii)           a material
diminution in the authority, duties, or responsibilities of the supervisor to
whom the Employee is required to report;


 


(iii)          a material
diminution in the budget (if any) over which the Employee retains authority;


 


(iv)          a reduction by the Company
in Employee’s total compensation as in effect on the date hereof or as it may
be increased from time to time, except for across-the-board salary reductions
similarly affecting all management personnel of the Company;


 


(v)           the relocation of the
Company’s headquarters to a location more than fifty miles from its current
location in Columbia, South Carolina, or the Company’s requiring Employee to be
based anywhere other than Rock Hill or Columbia, except for required travel on
Company business;


 


(vi)          the failure by the Company
to pay Employee any portion of Employee’s compensation within the time
guidelines established pursuant to standard Company policies, or any other
material breach by the Company of any other material provision of this
Agreement; or


 


(vii)         any other action or inaction
that constitutes a material breach of the terms of the Employee’s employment
agreement.


 


“Good
Reason,” however, shall not include the folding or merging of South Carolina
Bank and Trust of the Piedmont, N.A. into the Company or any other action
whereby South Carolina Bank and Trust of the Piedmont, N.A. becomes a part of
the Company.


 


Employee
shall notify the Company in writing that he believes that one or more of the
circumstances described above exists, and of his intention to terminate this
Agreement for Good Reason as a result thereof, within ninety days of the time
that he gains knowledge of such circumstances. 
Employee shall not deliver a notice of termination of this Agreement
until thirty days after he delivers the notice described in the preceding
sentence, and the Employee may do so only if the circumstances described in
such notice have not been corrected in all material respects by the Company.


 


(f)            For purposes of this
Agreement, “Change of Control” means the occurrence of one of the
following:


 


(i) A change in
ownership of the Company occurs on the date that any one person, or more than
one person acting as a group (as determined in Paragraph 


 


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(i)(5)(v)(B) of Treasury Regulation Section 1.409A-3),
acquires ownership of more
than 50% of the total fair market value or total voting power of the Company or
Bank other than (A) with respect to the Bank, the Company (B) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, (C) employee or a group of persons including Employee, and (D) an
underwriter or group of underwriters owning shares of common voting stock in
connection with a bona fide public offering of such shares and the sale of such
shares to the public;


 


(ii) A change in the
effective control of the Company occurs on the date that (a) a person, or
more than one person acting as a group (as determined in Paragraph (i)(5)(v)(B) of
Treasury Regulation Section 1.409A-3), acquires
ownership (or having acquired during the 12-month period ending on the date
of his most recent acquisition) of 30%
or more of the total voting power of the stock of the Company or Bank, or (b) a
majority of the members of the Company’s board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Company’s board of directors prior to the
date of appointment or election, provided that the Company is a corporation for
which there is no majority shareholder.


 


(iii) A change in the
ownership of a substantial portion of the Company’s assets occurs on the date
that any one person, or more than one person acting as a group (as determined
in Paragraph (i)(5)(v)(B) of Treasury Regulation Section 1.409A-3),
acquires (or having acquired during the 12-month period ending on the date
of his most recent acquisition) assets
from the Company that have a total gross fair market value equal to or more
than 40 percent of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition.  For purposes of this provision, gross fair
market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets.


 


This
definition of Change in Control is intended to fully comply with the definition
of a change in control event as set forth in Treasury Regulation Section 1.409A-3(i)(5).


 


8.             Confidential
Information.  Employee
acknowledges that during, and as a result of, Employee’s employment with the
Company and the Bank, Employee will acquire, be exposed to and have access to,
material, data and information of the Company and its affiliates and/or its
customers or clients that is confidential or proprietary.


 


(a)           Use and Maintenance of Confidential Information.  At
all time, both during and after the period of employment hereunder, Employee
shall keep and retain in confidence and shall not disclose, except as required
in the course of Employee’s employment with the Company and the Bank, to any
person or entity, or use for his own purposes, any of this proprietary or
confidential information.  For purposes
of this Section 8, such information shall include, but shall not be
limited to:  (i) the Company’s or
Bank’s standard operating procedures, processes, know-how and technical and
product information, any of which is of value to the Company or the Bank and
not generally known by the Company’s or Bank’s competitors or the public; (ii) all
confidential information obtained by the Company or the Bank from third parties
and customers concerning the business of the Company, including any customer
lists or data; and 


 


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(iii) confidential
business information of the Company or its affiliates, including marketing and
business plans, strategies, projections, business opportunities, client lists,
customer list, confidential information by customers or clients, sales and cost
information and financial results and performance.  Employee acknowledges that the obligations
pertaining to the confidentiality and non-disclosure of information shall
remain in effect indefinitely, or until the Company has released any such
information into the public domain, in which case Employee’s obligation
hereunder shall cease with respect only to such information so released.


 


(b)           Return of information.  The Employee acknowledges that all
information, the disclosure of which is prohibited by Section 8(a) above,
is of a confidential and proprietary character and of great value to the
Company and shall remain the exclusive property of the Company.  Upon the termination of employment with the
Company, the Employee agrees to immediately deliver to the Company all records,
calculations, memoranda, papers, data, lists, and documents of any description
which refer to or relate in any way to such information and to return to the
Company any of its equipment and property which may then be in the Employee’s
possession or under his control.


 


(c)           No Removal of Information.  Except as necessary to perform his job, under
no circumstances shall the Employee remove from the Company’s or Bank’s office
any of the Company’s books, records, documents, blueprints, customer lists, any
other stored information whether stored as paper, electronically or otherwise,
or any copies thereof, without the written permission of the Company; nor shall
the Employee make any copies of such books, records, documents, blueprints,
customer lists, or other stored information for use outside of the Company’s
offices except as specifically authorized by the Company or as necessary to
perform his job.


 


9.             Noncompetition.


 


(a)           Noncompetition.  Employee shall not take any of the following
actions during the applicable Noncompetition Period (as defined below).


 


(i)        Become employed by (as an
officer, director, employee, consultant or otherwise), involved or engaged in,
or otherwise commercially interested in or affiliated with (other than as a
less than 5% equity owner of any corporation traded on any national,
international or regional stock exchange or in the over-the-counter market) any
person or entity that competes with the Company or an affiliate thereof (each,
a “Company Affiliate”) in the business of providing traditional banking
services.   Further, Employee shall not
without the written permission of the Company become employed by (as an
officer, director, employee, consultant or otherwise), involved or engaged in,
or otherwise commercially interested in or affiliated with (other than as a
less than 5% equity owner of any corporation traded on any national,
international or regional stock exchange or in the over-the-counter market) any
person or entity that competes with the Company or an affiliate thereof (each,
a “Company Affiliate”) with respect to any of the other services provided by
the Company and its affiliates during the Term, but such permission by the
Company shall not be unreasonably denied.


 


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(ii)       Solicit or attempt to
solicit, for competitive purposes, the business of any of the clients or
customers of any Company Affiliate, or otherwise induce such customers or
clients or prospective customers or clients to reduce, terminate, restrict or
alter their business relationship with any Company Affiliate in any fashion; or


 


(iii)      Induce or attempt to induce
any employee of any Company Affiliate to leave the Company for the purpose of
engaging in a business operation that is competitive with the Company.


 


(b)           Noncompetition
Period.  For the purpose of Section 9
of this Section, “Noncompetition Period” shall mean the period of employment
hereunder and the period commencing on the date of termination of employment
and ending 18 months thereafter.  If
employee is found to have violated the covenants contained herein during the
Noncompetition Period such Noncompetition Period shall be extended for a period
equal to the amount of time the Employee is found to have been in
non-compliance.


 


(c)           Geographic Scope.  The
restrictions on competition set forth in Section shall apply to any county
in the State of South Carolina or any county in any other state in which the
Company or Company Affiliate is conducting business operations during the
Noncompetition Period.  However, the
restrictions are intended to apply only with respect to personal activities of
Employee within any such county and shall not be deemed to apply if Employee is
employed by a corporation that has branch offices within any such county but
Employee does not personally work in or have any business contacts with persons
in such county.


 


(d)           Providing
Copy of Agreement.  Employee
shall provide a copy of this Agreement to any person or entity with whom
Employee interviews during the time limitations set forth in this Section 9(a).


 


(e)           Employee’s Representation.  Employee represents that his experience and
capabilities are such that the provisions of this Section 9 will not
unreasonably limit him in earning a livelihood in the event that Employee’s
employment with the Company terminated.


 


(f)            Obligations Survive. 
Employee’s obligations under Sections 8 and 9 shall survive any
termination of his employment with the Company.


 


10.           Company’s Right to Obtain an Injunction.  Employee acknowledges that the Company will
have no adequate means of protecting its rights under Sections 8 and 9 other
than by securing an injunction.


 


(a)           Employee agrees that the
Company is entitled to enforce this Agreement by obtaining a preliminary and
permanent injunction and any other appropriate equitable relief in any court of
competent jurisdiction.  Employee acknowledges
that the Company’s recovery of damages will not be an adequate means to redress
a breach of this Agreement.  Nothing
contained in this Section 10 shall prohibit the Company from obtaining any
appropriate remedies in addition to injunctive relief, including recovery of
damages.


 


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(b)           If a court
determines that this Agreement or any covenant contained herein is
unreasonable, void or unenforceable, for any reason whatsoever, then in such
event the parties hereto agree that the duration, geographical or other
limitation imposed herein should be such as the court determines to be fair and
reasonable, it being the intent of each of the parties hereto be subject to an
agreement that is necessary for the protection of the legitimate interest of
the Company and it successors or assigns and that is not unduly harsh in
curtaining the legitimate rights of the Employee.  If the court declines to define less broad
permissible restrictions, the parties agree to submit to binding arbitration
the permissible scope of reasonable restrictions, pursuant to the South
Carolina Uniform Arbitration Act, and agree that such arbitration result shall
be incorporated into this Agreement and that this Agreement will be amended
accordingly.


 


(c)           Employee agrees
that if he breaches any of the covenants set forth in this Agreement, Company
shall be entitled to setoff its damages against any amount owed by Company (or
successor) to Employee and to cease making payments to Company pending a resolution
of the controversy.  This Paragraph 10(c) shall
in no way limit the Company’s right to simultaneously seek and obtain
injunctive relief as set forth in Paragraph 10(a).


 


11.           Waiver of Rights.  In consideration of the employment offered
hereunder and the payments made pursuant to Section 5 and the other terms
of this Agreement, Employee acknowledges that the Amended and Restated
Employment and Non-Competition Agreement effective September 1, 2006,
between Employee and the Company are hereby terminated, and Employee forever
waives, releases and discharges the Company, any Company Affiliate, and any of
their subsidiaries, shareholders or affiliates and any of their successors and
assigns from any claims, right and privileges under such agreement.


 


12.           General Provisions.


 


(a)           Entire Agreement.  This Agreement contains the entire
understanding between the parties hereto relating to the employment of Employee
by the Company and supersedes any and all prior employment or compensation
agreements between the Company and Employee.


 


(b)           Assignability.  Neither
this Agreement nor any right or interest hereunder shall be assignable by
Employee, his beneficiaries or legal representatives, without the Company’s
prior written consent; provided, however, that nothing shall
preclude (i) Employee from designating a beneficiary to receive any benefit
payable hereunder upon his death, or (ii) the executors, administrators or
other legal representatives of Employee or his estate from assigning any rights
hereunder to the person or persons entitled thereunto.


 


(c)           Binding Agreement.  This
Agreement shall be binding upon, and inure to the benefit of, Employee and the
Company, and their respective successors and assigns.


 


(d)           Amendment of Agreement.  This Agreement may not be amended except by
an instrument in writing signed by the parties hereto.


 


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(e)           Insurance.  The
Company, at is discretion, may apply for and procure in its own name and for
its own benefit, life insurance on Employee in any amount or amounts considered
advisable; and Employee shall have no right, title or interest therein.  Employee shall submit to any medical or other
examination and execute and deliver any applications or other instruments in
writing as may be reasonably necessary to obtain such insurance.


 


(f)            Severability.  If any provision contained in this Agreement
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement, but this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


(g)           Notices.  All notices
under this Agreement shall be in writing and shall be deemed effective when
delivered in person (with respect to the Company, to the Company’s Secretary)
or when mailed, if mailed by certified mail, return receipt requested.  Notices mailed shall be addressed, in the
case of Employee, to his last known residential address, and in the case of the
Company, to its corporate headquarters, attention of the Secretary, or to such
other address as Employee or the Company may designate in writing at any time
or from time to time to the other party in accordance with this Section.


 


(h)           Waiver.  No delay or
omission by either party hereto in exercising any right, power or privilege
hereunder shall impair such right, power or privilege, nor shall any single or
partial exercise of any right, power or privilege preclude any further exercise
thereof or the exercise of any other right, power or privilege.  The provisions of this Section 12(h) cannot
be waived except in writing signed by both parties.


 


(i)            Governing Law.  This Agreement has been executed and
delivered in the State of South Carolina, and the laws of such state shall
govern its validity, interpretation, performance and enforcement.  Further, this agreement is governed by and is
intended to comply with in all respects, or provide exemptions from, the
requirements of Internal Revenue Code Section 409A and the regulations
issued thereunder by the Secretary of the Treasury.


 


(j)            Arbitration.  With the
exception of enforcement of the covenants discussed in Sections 8 and 9 of this
Agreement, all claims, disputes and other matters in question between the
Company, or it successors, and the Employee including those arising out of, or
relating to, this Agreement or the validity, interpretation, enforceability or
breach thereof, which are not resolved by agreement of the parties, shall be
subject to binding and mandatory arbitration pursuant to the South Carolina
Uniform Arbitration Act contained in S.C. Code §§ 15-48-10 et  seq.,
as amended from time to time.  Such
arbitration shall be held in Columbia, South Carolina and shall be conducted in
accordance with the rules of the American Arbitration Association, and
judgment upon such award may be entered in any court having jurisdiction. The
expenses of the arbitration shall be borne by the Company or its successor;
however, each party


 


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shall
bear his or its own costs and attorney’s fees unless a statutory cause of
action provides for such an award.


 


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


 


 


	
   

  	
   

  	
  SCBT FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  Robert R. Hill, Jr.

  
	
   

  	
   

  	
  Its:
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thomas
  S. Camp

  



 


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