Exhibit 10.2





 


 


 


 


 


Exhibit 10.2


 


FIRST AMENDMENT


TO


SOUTHERN FIRST BANK, N.A.


SALARY CONTINUATION AGREEMENT


 


 


            THIS
FIRST AMENDMENT TO SALARY CONTINUATION AGREEMENT (this "Amendment")
is executed by the undersigned to be effective ____________, 2008.  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Salary Continuation Agreement (the "Agreement")
by and between Greenville First Bank, N.A. now known as Southern First Bank,
N.A. (the "Bank") and ____________________ (the "Executive").


 


W I T N E S S E T H :


 


            WHEREAS,
the Bank, a South Carolina-chartered bank, amended its Charter to reflect the
Bank's name change from Greenville First Bank, N.A. to Southern First Bank, N.A.;


 


            WHEREAS,
on June 17, 2008 the Board of Directors of the Bank approved and authorized the
Bank to amend Section 2.1.1 Amount of Benefit of ARTICLE 2 and Schedule A
of the Agreement to reflect the increase in the amount of the annual benefit
from _________________ ($_____________) Dollars to ____________________ ($_______________)
Dollars;


 


            WHEREAS,
the Bank, or its holding company, may be a participant in the United States
Treasury Capital Purchase Program (the "Program") and, therefore, the
Bank desires to amend the Agreement for the parties to acknowledge the possible
payment limitations of the Agreement to the extent it may be required under the
Program and related regulations; and


 


            WHEREAS,
the parties now desire to enter into this Amendment to (i) reflect the name
change of the Bank; (ii) increase the amount of the Normal Retirement Benefit;
(iii) revise Schedule A to reflect such increase; and (iv) provide for
limitations on any payments to be received by the Executive to the extent
required under the Program.


 


            NOW
THEREFORE, in consideration of the matters set forth above, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


            


            1.   
Any and all references in the Agreement to Greenville First Bank, N.A. shall now be references to Southern First
Bank, N.A.; 


 


2.    Section 2.1.1 Amount of Benefit of
ARTICLE 2 of the Agreement is hereby amended by deleting it in its entirety and
replacing it with the following Section 2.1.1:


 


"______________.  The annual benefit under
this section ____ is _________________ ($____________) Dollars." 


 


 










 






 


 


 


 


            3. 
Schedule A of the Agreement is hereby amended by deleting it in its entirety
and replacing it with the First Amended Schedule A attached hereto and made a
part hereof.


 


            4.         Section
2.9 is hereby added to the Agreement as follows:


 


"2.9      United States Treasury Capital Purchase Program Payment Limitations.  Notwithstanding
anything in this Agreement to the contrary, any payments to the Executive shall
be limited to the extent required under the United States Treasury Capital
Purchase Program (the "Program") and related regulations in the event
that the Bank or its holding company participates in the Program.  The
Executive agrees to such amendments, agreements, or waivers that may be
required by the United States Treasury or requested by the Bank or its holding
company to comply with the terms of the Program. "


 


            5.   
Except as expressly herein modified and amended, all terms, provisions, and
conditions of the Agreement shall remain in full force and effect.


 


            6.   
This Amendment may be executed in counterparts, each of which shall for all
purposes be deemed an original, and all of such counterparts shall together
constitute one and the same amendment.


 


            7.    
This Amendment shall be binding upon and inure to the benefit of the parties
hereto, their respective heirs, legal representatives and assigns.


 


            IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed the 17th day of December, 2008, effective as of the date first
written above.


            


 


EXECUTIVE:                                                          BANK:


                                                                                    .


 


 


                                                                                    By:                                                                  


                                                                            



 


                                                                                    Its:           
                                           


 


 


                                                                                    And
By:                                                          


                                                                                                    



 


                                                                                    Its:           
________________________       


 


                                                                                    


                                                                   


 










 






 


 


 


 


First Amended Schedule A


Southern
First Bank, N.A.



Salary
Continuation Agreement


 



_____________________________


 


SCHEDULE A ASSUMPTIONS:


 


	Please Note:  The
     Schedule A calculations below are for illustrative and informational
     purposes only and are subject to change due to changes in the assumptions
     from time to time, such as changes in the assumed discount rate,
     variations between the assumed timing of certain payments and the eventual
     actual timing of such payments, and other factors.  The below calculations
     assume a six and one-quarter percent (6.25%) discount rate and an October
     1, 2008 Amended SERP Effective Date.  If there is a contradiction between
     the terms of the Agreement and this Schedule A concerning the actual
     amount of a particular benefit amount due to the Executive, then the
     actual amount of the benefit set forth in the Agreement shall control.  If
     the Plan Administrator changes the discount rate employed for purposes of
     calculating the Accrual Balance, the Plan Administrator shall prepare or
     cause to be prepared a revised Schedule A for the Executive, which shall
     supersede and replace any and all Schedules A previously prepared under or
     attached to this Agreement.



 


	The Schedule A calculations
     below assume a benefit payable for the Executive’s lifetime after age sixty-five
     (65), with a minimum benefit for a fifteen (15) – year term certain
     period.



 


	The change-in-control benefit
     for Mr. Seaver is his normal retirement age Accrual Balance, without any
     additional discount for the time value of money.  



 


	The Schedule A calculations
     assume that payment of the early termination and disability benefits
     begins immediately after the Executive attains age sixty-five (65).  The
     possible six (6) – month delay because of Internal Revenue Code section
     409A is ignored for calculation purposes.



 


	The early termination and
     disability benefits are actually based on the Executive’s Accrual Balance
     existing at the end of the month immediately before early termination
     occurs or immediately before the month in which termination because of
     disability occurs, compounding this Accrual Balance forward to the
     Executive’s Normal Retirement Age taking into account interest at the
     discount rate or rates established by the Plan Administrator, and
     amortizing this resulting amount over the Executive’s lifetime for a fifteen
     (15) – year term certain period beginning with the Executive’s Normal
     Retirement Age.  For clarity, Schedule A shows early termination and
     disability benefits based on the Executive’s end-of-year Accrual
     Balances.  For example, Executive's $________ early termination and
     disability benefit at age ____ is based on his December 31, 2011 Accrual
     Balance, as compounded and amortized as discussed above.  Accordingly, 



 


 










 






 


 


 


 


 


First Amended Schedule A



Southern
First Bank, N.A.



Salary
Continuation Agreement


 


 _____________________


 


SCHEDULE A ASSUMPTIONS
(continued):


 


the $_________
early termination and disability benefit assumes his termination occurs in
January 20___. 


 


	The Schedule A calculations
     assume that the Executive is not entitled to an early termination benefit
     unless the Executive remains in the active employment of _______________
     until at least _______ 20___.



 


 


 










 











 


 


 


 


First Amended Schedule A

 


__________________________________