Exhibit 10.10


 


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 Dane Murray (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 year
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 Senior Executive Vice 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 $190,740.00 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 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 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 one 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 equal monthly
installments over the twelve-month period following termination, or at the
option of Employee, shall be paid in a lump sum at the time of termination
without any reduction for commutation to present value. 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
12 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dane
  Murray

  



 


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