Exhibit 10.11


 


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 John Windley (the “Employee”).


 


WHEREAS, the
Company and Employee formerly entered into an Agreement entitled Employment and
Non-Competition Agreement dated September 1, 2006,


 


WHEREAS,
Company and Employee wish to terminate the Employment and Non-Competition
Agreement dated September 1, 2006 and enter into this Amended and Restated
Employment and Non-Competition 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 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 SCBT, N.A.  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 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 


 


THIS AGREEMENT IS SUBJECT TO BINDING


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


AS AMENDED FROM TIME TO TIME


 

















 


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
$219,300.00 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 a country club in Columbia, South Carolina
to be determined by Company and Employee.    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 of 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 have 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.


 


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(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 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 six 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 six 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 six 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 six
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 


 


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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 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 twice 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 and 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 


 


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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:


 


(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 the Company’s offices at such location, 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.


 


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.


 


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(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 (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 


 


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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 (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, 


 


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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.


 


(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.


 


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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.


 


(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 Employment and
Non-Competition Agreement effective September 1, 2006, between Employee
and the Company is 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 


 


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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.


 


(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, 


 


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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 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John Windley

  



 


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