Exhibit 10.9


 


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 Richard C. Mathis (the “Employee”).


 


WHEREAS, the Company and Employee formerly entered into an Agreement
entitled Employment Agreement dated October 23, 2002 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 Executive Vice
President and Chief Risk Officer of the Company and 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


 


THIS AGREEMENT IS SUBJECT TO BINDING


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


AS AMENDED FROM TIME TO TIME


 

















 


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 $190,000.00 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 reimburse Employee for the expense of his attendance at such
meetings and conventions the Company requires him to attend.  Company will also 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.


 


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(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 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 


 


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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 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


 


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(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 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.


 


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(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).


 


(d)           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 


 


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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 (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.


 


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(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 (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 


 


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affiliated
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 any 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.


 


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(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.


 


(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© 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 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.


 


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(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.


 


(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.


 


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(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 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard C. Mathis

  



 


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