**Exhibit 10.2**

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of the lat day ofApril, 2004, to be effective December 1, 2003 (the “Effective Date”) byand between Greenville First Bank, N.A. (hereinafter collectively called “Employer”or “Company”), having its principal office at 112 Haywood Road, Greenville,South Carolina 29607, and Frederick Gilmer, III (hereinafter called“Employee”), whose residence address is 8 Ruffian Way/Greenville/SouthCarolina/29615.

 

In consideration of the mutual covenants and promises herein made, theparties hereto agree as follows:

 

1.                                       Employment.  The Employer shall employ the Employee, andthe Employee shall serve the Employer, as an Executive Vice President and insuch capacity shall perform such duties as are consistent with that position,and as Employer from time to time may direct. The Employee shall have such authority and responsibilities consistentwith his position as are set forth in the Company’s Bylaws or assigned by theCompany’s Board of Directors (the “Board”) or Chief Executive Officer (CEO)from time to time.  The Employee shalldevote his full business time, attention, skill and efforts to the performanceof his duties hereunder, except during periods of illness or periods of vacationand leaves of absence consistent with the Employer’s policy.  Such duties shall be performed at Employersprincipal corporate offices or subsidiary office as agreed upon by Employer andEmployee.  Employer reserves the rightfrom time to time to extend, curtail or change the title and duties ofEmployee.  The Employee may devotereasonable periods to service as a director or advisor to other organizations,to charitable and community activities, and to managing his personalinvestments; provided that such activities do not materially interfere with theperformance of his duties hereunder and are not in conflict or competitivewith, or adverse to, the interests of the Company.

 

2.                                       Term.  Unless earlier terminated as provided inSection 13 below, the Employee’s employment under this Agreement shallcommence on the Effective Date and be for a term ending January 31, 2006(the “Term”).  At the end ofJanuary 2005 and on the last day of January each year thereafter, theTerm shall be extended for an additional one (1) year so that the remainingterm shall continue to be two (2) years; provided that the Employer or theEmployee may at any time, by written notice, fix the Term to a finite term oftwo (2) years commencing with the year of the notice.

 

3.                                       Base Salary.  For all services rendered by Employee underthis Agreement, Employer shall pay Employee a base salary of $115,000.00 peryear, which may be increased from the previous base annual salary beginningFebruary 1 of each year (the “Base Salary”).  The base salary shall be reviewed annually by the Employer’sBoard of Directors (the “Board”), and may be increased by the Board, or a dulyappointed Committee thereof, in its sole discretion.  The Base Salary shall be payable in accordance with the salarypractices of the employer.

 

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4.                                       Benefits.

 

(a)                                  Employee shall beentitled, to the extent that Employee’s position, title, tenure, salary, age,health and other qualifications make him eligible, to participate in suchpension, profit sharing, bonus, life insurance, hospitalization, major medical,and other employee benefit plans or programs of Employer currently in existenceon the date hereof or later established that generally are provided toexecutive employees of the Company. Employee’s participation in any such plan or program shall be subject tothe provisions, rules and regulations applicable thereto.

 

(b)                                 At the Company’selection, the Company shall provide the Employee with either an automobileowned or leased by the Company of a make and model appropriate to theEmployee’s status, or a $500 monthly automobile allowance.  If the Company provides the Employee with anautomobile, the Company shall provide for reasonable expenses associated withthe automobile, including, but not limited to insurance, taxes, mileage,maintenance, etc.

 

5.                                       WorkingFacilities.  Employee shall befurnished with an office and such other facilities and services as may benecessary or suitable to his position and adequate for the performance of hisduties.

 

6.                                       Expenses.  Employee is authorized to incur reasonableexpenses for promoting the business of Employer, including expenses forentertainment, travel and similar items, but only to the extent that suchexpenses are allowable deductions to Employer on its Federal income tax return,excluding those expenses for which there is a fifty percent (50%) tax deductionlimitation for entertainment, travel and similar items.  Employer shall promptly reimburse Employeefor all such expenses upon the presentation by Employee, from time to time, ofan itemized account of such expenditures. Employee shall repay to Employer the amounts of any expenses claimedwhich, for lack of proper documentation or otherwise, are not allowed toEmployer as deductions for Federal income tax purposes.

 

7.                                       Vacations.  Employee shall be entitled each fiscal yearto twenty (20) days paid days off granted by Employer to employees of similartenure and compensation rank, pursuant to Employer’s paid days off policy.  Employer reserves the right to modify thisand any other personnel policy from time to time.

 

8.                                       Ownership ofWork Product.

 

(a)                                  Employee shalldiligently disclose to Employer as soon as it is created or conceived byEmployee, and Employer shall own, all Work Product (as defined below).  To the extent permitted by law, all WorkProduct shall be considered work made for hire by Employee and owned byEmployer.

 

(b)                                 If any of the WorkProduct may not, by operation of law, be considered work made for hire byEmployee for Employer (or if ownership of all right, title and interest of theintellectual property rights therein shall not otherwise vest exclusively inEmployer), Employee agrees to assign, and upon creation thereof automaticallyassigns, without further consideration, the ownership of all Work Product toEmployer, its successors and assigns.

 

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(c)                                  Employer, itssuccessors and assigns, shall have the right to obtain and hold in its or theirown name copyrights, registrations, and any other protection available in theforegoing.

 

(d)                                 Employee agrees toperform upon the reasonable request of Employer, during or after Employee’semployment, such further acts as may be necessary or desirable to transfer,perfect and defend Employer’s ownership of the Work Product.  When requested, Employee will:

 

(i)                                     Execute,acknowledge and deliver any requested affidavits and documents of assignmentand conveyance;

 

(ii)                                  Obtainand aid in the enforcement of copyrights (and, if applicable, patents) withrespect to the Work Product in any countries;

 

(iii)                               Providetestimony in connection with any proceeding affecting the right, title orinterest of Employer in any Work Product; and

 

(iv)                              Performany other acts deemed necessary or desirable to carry out the purposes of thisAgreement.

 

Employer shall reimburse all reasonable out-of-pocket expenses incurredby Employee at Employer’s request in connection with the foregoing.

 

(e)                                  For purposes hereof,“Work Product” shall mean all intellectual property rights, including all TradeSecrets, U.S. and international copyrights, patentable inventions, discoveriesand improvements, and other intellectual property rights, in any programming,documentation, technology or other work product that relates to the businessand interests of Employer and that Employee conceives, develops, or delivers toEmployer at any time during the term of Employee’s employment.  “Work Product” shall also include allintellectual property rights in any programming, documentation, technology orother work product that is now contained in any of the products or systems(including development and support systems) of Employer to the extent Employeeconceived, developed or delivered such Work Product to Employer prior to thedate of this Agreement while Employee was engaged as an independent contractoror employee of Employer.  Employeehereby irrevocably relinquishes for the benefit of Employer and its assigns anymoral rights in the Work Product recognized by applicable law.

 

9.                                       Protection ofTrade Secrets and Confidential Information.

 

(a)                                  Through exercise ofhis rights and performance of his obligations under this Agreement, Employeewill be exposed to “Trade Secrets” and “Confidential Information” (as thoseterms are defined below).  “TradeSecrets” shall mean information or data of or about Employer or any Affiliates,including, but not limited to, technical or non-technical data, formulas,patterns, compilations, programs, devices, methods, techniques, drawings,processes, financial data, financial plans, product plans, or lists of actualor potential customers, clients, distributors, or licensees, that: (i) deriveeconomic value, actual or potential, from not being generally known to, and notbeing readily ascertainable by proper means by, other persons who can obtaineconomic value from their disclosure or use; and (ii) are the subject ofefforts that are

 

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reasonable under the circumstances to maintain their secrecy.  To the extent that the foregoing definitionis inconsistent with the definition of “trade secret” mandated under applicablelaw, the latter definition shall govern for purposes of interpreting Employee’sobligations under this Agreement. Except as required to perform his obligations under this Agreement, orexcept with Employer’s prior written permission, Employee shall not use,redistribute, market, publish, disclose or divulge to any other person orentity any Trade Secrets of Employer. Employee’s obligations under this provision shall remain in force(during and after the term) for so long as such information or data shallcontinue to constitute a Trade Secret under applicable law.  Employee agrees to cooperate with any andall confidentiality requirements of Employer, and Employee shall immediatelynotify Employer of any unauthorized disclosure or use of any Trade Secrets ofwhich Employee becomes aware.

 

(b)                                 Employee agrees tomaintain in strict confidence and, except as necessary to perform his dutiesfor Employer, not to use or disclose any Confidential Information at any time,either during the term of his employment or for a period of one year afterEmployee’s last date of employment, so long as the pertinent data orinformation remains Confidential Information. “Confidential Information” shall mean any non-public information of acompetitively sensitive or personal nature, other than Trade Secrets, acquiredby Employee during his employment, relating to Employer or Employer’s business,operations, customers, suppliers, products, employees, financial affairs orindustrial practices.  Notwithstandinganything herein to the contrary, no obligation or liability shall accruehereunder with respect to any information that is or becomes publicly availablewithout the fault of Employee.

 

(c)                                  Employee will abideby Employer’s policies and regulations, as established from time to time, forthe protection of its Confidential Information.  Employee acknowledges that all records, files, data, documents,and the like relating to suppliers, customers, costs, prices, systems, methods,personnel, technology and other materials relating to Employer or itsAffiliated entities shall be and remain the sole property of Employer and/orsuch Affiliated entity.  Employee agrees,upon the request of Employer, and in any event upon termination of hisemployment, to turn over all copies of all media, records, documentation, etc.,pertaining to Employer (together with a written statement certifying as to hiscompliance with the foregoing).

 

10.                                 Non-Solicitation ofCustomers.  During the term of hisemployment with Employer, and for a period of one (1) year thereafter, Employeeshall not directly or indirectly solicit any individual or entity which was acustomer or client of Employer for the purpose of providing a service orproduct to such customer or client which is the same type of service or productoffered or provided by Employer; provided, however, that this restriction shallapply only to those customers or clients with whom Employee had contact inconnection with services or products provided by Employer within two (2) yearsprior to the date of termination of such employment.

 

11.                                 Non-Solicitation ofEmployees.  During the term ofEmployee’s employment with Employer, and for a period of one (1) year followingthe termination of Employee’s employment with Employer or the resignation ofEmployee (the “Non-Solicitation Period”), Employee shall not, directly orindirectly, induce or solicit for employment any employee of Employer for the

 

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purpose of providing services that are the same or similar to the typesof services offered or engaged in by Employer at the time of termination ofEmployee’s employment with Employer.

 

12.                                 Non-CompetitionAgreement.  During Employee’s employmentwith Employer and for a period of one (1) year thereafter, Employee shall not(without the prior written consent of Employer) compete with Employer or any ofits subsidiaries, directly or indirectly, engage in forming, serving as anorganizer, director, officer of, employee or agent, or consultant to, oracquiring or maintaining more than a 1% passive investment in, a depositoryfinancial institution or holding company thereof if such depository institutionor holding company has one or more offices or branches located within thirty(30) miles of any office or branch of Employer in existence at the timeEmployee’s employment with Employer is terminated (the “Territory”).  Notwithstanding the foregoing, Employee mayserve as an officer of or consultant to a depository institution or holdingcompany thereof even though such institution operates one or more offices orbranches in the Territory, if Employee’s employment does not directly involve,in whole or in part, the depository financial institution’s or holdingcompany’s operations in the Territory.

 

13.                                 Termination.

 

(a)                                  The Employee’semployment under this Agreement may be terminated prior to the end of the Termonly as follows:

 

(i)                                     uponthe death of the Employee;

 

(ii)                                  uponthe disability of the Employee for a period of one hundred and eighty (180)days which, in the opinion of the Board of Directors, renders him unable toperform the essential functions of his job and for which reasonableaccommodation is unavailable.  Forpurposes of this Agreement, a “disability” is defined as a physical or mentalimpairment that substantially limits one or more major life activities, and a“reasonable accommodation” is one that does not impose an undue hardship on theEmployer;

 

(iii)                               bythe Employer for Cause upon delivery of a Notice of Termination to theEmployee;

 

(iv)                              bythe Employee for Good Reason upon delivery of a Notice of Termination to theEmployer within a ninety (90) day period beginning on the thirtieth (30th) dayafter the occurrence of a Change in Control or within a ninety (90) day periodbeginning on the one (1) year anniversary of the occurrence of a Change inControl; and

 

(v)                                 bythe Employee effective upon the thirtieth (30th) day after delivery of a Noticeof Termination.

 

(b)                                 If the Employee’semployment is terminated because of the Employee’s death, the Employee’s estateshall receive any sums due him as base salary and/or reimbursement of expensesthrough the end of the month during which death occurred, plus any bonus earnedor accrued through the date of death (including any amounts awarded forprevious years but which were not yet paid).

 

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(c)                                  During the period ofany incapacity leading up to the termination of the Employee’s employment as aresult of disability, the Employer shall continue to pay the Employee his fullbase salary at the rate then in effect and all perquisites and other benefits(other than any bonus) until the Employee becomes eligible for benefits underany long-term disability plan or insurance program maintained by the Employer;provided that the amount of any such payments to the Employee shall be reducedby the sum of the amounts, if any, payable to the Employee for the same periodunder any disability benefit or pension plan of the Employer or any of itssubsidiaries.  Furthermore, the Employeeshall receive any bonus earned or accrued through the date of incapacity(including any amounts awarded for previous years but which were not yet paid).

 

(d)                                 If the Employee’semployment is terminated for Cause as provided above, or if the Employeeresigns, the Employee shall receive any sums due him as base salary and/orreimbursement of expenses through the date of such termination.

 

(e)                                  If the Employee’semployment is terminated by the Employee pursuant to clause (iv) ofSection 13(a), in addition to other rights and remedies available in lawor equity, the Employee shall be entitled to the following:

 

(i)                                     theEmployer shall pay the Employee severance compensation in an amount equal to100% of his then current monthly base salary each month for twelve (12) monthsfrom his date of termination, plus any bonus earned or accrued through the dateof termination (including any amounts awarded for previous years but which werenot yet paid).

 

(ii)                                  forthe period from the date of termination through the date that the Employeeattains the age of sixty-five (65) (the “Continuation Period”), the Employershall at its expense continue on behalf of the Employee and his dependents andbeneficiaries the life insurance, disability, medical, dental, andhospitalization benefits provided (x) to the Employee at any time during theninety (90) day period prior to the Change in Control or at any time thereafteror (y) to other similarly situated executives who continue in the employ of theEmployer during the Continuation Period. Such coverage and benefits (including deductibles and costs) shall be noless favorable to the Employee and his dependents and beneficiaries than themost favorable of such coverages and benefits during any of the periodsreferred to above.  The Employer’sobligation hereunder with respect to the foregoing benefits shall be limited tothe extent that the Employee obtains any such benefits pursuant to a subsequentemployer’s benefit plans, in which case the Employer may reduce the coverage ofany benefits it is required to provide the Employee hereunder as long as theaggregate coverages and benefits of the combined benefit plans is no lessfavorable to the Employee than the coverages and benefits required to beprovided hereunder.  Thissubsection (ii) shall not be interpreted so as to limit any benefits towhich the Employee or his dependents or beneficiaries may be entitled under anyof the Employer’s employee benefit plans, programs, or practices following theEmployee’s termination of employment, including, without limitation, retireemedical and life insurance benefits; and

 

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(iii)                               therestrictions on any outstanding incentive awards (including restricted stock)granted to the Employee under the Company’s, or the holding company thereof,long-term equity incentive program or any other incentive plan or arrangementshall lapse and become 100% vested, all stock options and stock appreciationrights granted to the Employee shall become immediately exercisable and shallbecome 100% vested, all performance units granted to the Employee shall become100% vested, and the restrictive covenants contained in Sections 10, 11 and 12 shallnot apply to the Employee.

 

(f)                                    If the Employerterminates the Employee’s employment other than pursuant to clauses (i), (ii),(iii) or (v) of Section 13(a), the Employer shall pay to the Employeeseverance compensation in an amount equal to 100% of his then current monthlybase salary each month for twelve (12) months from the date of termination,plus any bonus earned or accrued through the date of termination (including anyamounts awarded for previous years but which were not yet paid).

 

(g)                                 With the exceptions ofthe provisions of this Section 13, and the express terms of any benefitplan under which the Employee is a participant, it is agreed that, upontermination of the Employee’s employment, the Employer shall have no obligationto the Employee for, and the Employee waives and relinquishes, any furthercompensation or benefits (exclusive of COBRA benefits).  At the time of termination of employment,the Employer and the Employee shall enter into a mutually satisfactory form ofrelease acknowledging such remaining obligations and discharging both parties,as well as the Employer’s officers, directors and employees with respect totheir actions for or on behalf of the Employer, from any other claims orobligations arising out of or in connection with the Employee’s employment bythe Employer, including the circumstances of such termination.

 

(h)                                 The parties intendthat the severance payments and other compensation provided for herein arereasonable compensation for the Employee’s services to the Employer and shallnot constitute “excess parachute payments” within the meaning ofSection 280G of the Internal Revenue Code of 1986 and any regulationsthereunder.  In the event that theEmployer’s independent accountants acting as auditors for the Employer on thedate of a Change in Control determine that the payments provided for hereinconstitute “excess parachute payments,” then the compensation payable hereundershall be increased, on a tax gross-up basis, so as to reimburse the Employeefor the tax payable by the Employee, pursuant to Section 4999 of theInternal Revenue Code, on such “excess parachute payments,” taking into accountall taxes payable by the Employee with respect to such tax gross-up paymentshereunder, so that the Employee shall be, after payment of all taxes, in thesame financial position as if no taxes under Section 4999 had been imposedupon him.

 

14.                                 Oral ModificationNot Binding.  This Agreementsupersedes all prior agreements and understandings between the parties and maynot be changed or terminated orally, and no change or attempted waiver of theprovisions hereof shall be binding unless in writing and signed by the partyagainst whom the same is sought to be enforced; provided, however, thatEmployee’s compensation may be increased at any time by Employer without in anyway affecting any of the other terms and conditions of this Agreement, which inall other respects shall remain in full force and effect.

 

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15.                                 Governing Law.  This Agreement has been entered into in theState of South Carolina and shall be governed by the laws of such State.

 

16.                                 Remedies for Breach.  Employee recognizes and agrees that a breachby Employee of any covenant contained in this Agreement would cause immeasurableand irreparable harm to Employer.  Inthe event of a breach or threatened breach of any covenant contained herein,Employer shall be entitled to temporary and permanent injunctive relief,restraining Employee from violating or threatening to violate any covenantcontained herein, as well as all costs and fees incurred by Employer, includingattorneys’ fees, as a result of Employee’s breach or threatened breach of thecovenant.  Employer and Employee agreethat the relief described herein is in addition to such other and furtherrelief as may be available to Employer at equity or by law.  Nothing herein shall be construed asprohibiting Employer from pursuing any other remedies available to it for suchbreach of threatened breach, including the recovery of damages from Employee.

 

17.                                 Consideration.  Employee acknowledges and agrees that validconsideration has been given to Employee by Employer in return for the promisesof Employee set forth herein.

 

18.                                 Covenants areIndependent.  The covenants on thepart of Employee contained herein shall each be construed as agreementsindependent of each other and of any other provisions in this Agreement and theunenforceability of one shall not effect the remaining covenants.

 

19.                                 Severability andSubstitution of Valid Provisions. To the extent that any provision or language of this Agreement is deemedunenforceable, by virtue of the scope of the business activity prohibited orthe length of time the activity is prohibited, Employer and Employee agree thatthis Agreement shall be enforced to the fullest extent permissible under thelaws and public policies of the State of South Carolina.

 

20.                                 Extension ofPeriods.  Each of the time periodsdescribed in this Agreement shall be automatically extended by any length oftime during which Employee is in breach of the corresponding covenant containedherein.  The provisions of thisAgreement shall continue in full force and effect throughout the duration ofthe extended periods.

 

21.                                 ReasonableRestraint.  It is agreed by theparties that the foregoing covenants in this agreement are necessary for thelegitimate business interests of Employer and impose a reasonable restrainingon Employee in light of the activities and business of Employer on the date ofthe execution of this Agreement.

 

22.                                 Withholding ofTaxes.  Employer may withhold fromany amounts payable to Employee under this Agreement all federal, state, cityor other taxes and withholdings as shall be required pursuant to any applicablelaw, rule or regulation.

 

23.                                 Notices.  Any notice required or permitted to be givenunder this Agreement shall be sufficient if given in writing and sent byregistered or certified mail to his residence in the case of Employee or to itsprincipal office in the case of Employer.

 

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24.                                 Assignment.  The tights and obligations of the parties tothis Agreement shall inure to the benefit of and shall be binding upon thesuccessors and assigns of Employer. This Agreement shall not be terminated by any merger or consolidationwhether or not Employer is the consolidated or surviving corporation or bytransfer of all or substantially all of the assets of Employer to anothercorporation if there is a surviving or resulting corporation in such transfer.

 

25.                                 Severability.  It is not the intent of any party hereto toviolate any public policy of any jurisdiction in which this Agreement may beenforced.  If any provision of thisAgreement or the application of any provision hereof to any person orcircumstances is held invalid, unenforceable or otherwise unlawful, theremainder of this Agreement and the application of such provision to any otherperson or circumstances shall not be affected. In addition, the applicable provision shall be reformed to the extent(and only to the extent) necessary to make it valid, enforceable and legal.

 

26.                                 Certain Definitions.

 

(a)                                  “Affiliate” shallmean any business entity controlled by, controlling or under common controlwith the Employer.

 

(b)                                 “Cause” shall consistof any of (A) the commission by the Employee of a willful act (including,without limitation, a dishonest or fraudulent act) or a grossly negligent act,or the willful or grossly negligent omission to act by the Employee, which isintended to cause, causes or is reasonably likely to cause material harm to theEmployer (including harm to its business reputation), (B) the indictment of theEmployee for the commission or perpetration by the Employee of any felony orany crime involving dishonesty, moral turpitude or fraud, (C) the materialbreach by the Employee of this Agreement that, if susceptible of cure, remainsuncured ten (10) days following written notice to the Employee of such breach,(D) the receipt of any form of notice, written or otherwise, that anyregulatory agency having jurisdiction over the Employer intends to instituteany form of formal or informal (e.g., a memorandum of understandingwhich relates to the Employee’s performance) regulatory action against theEmployee or the Employer or the Employer (provided that the Board ofDirectors determines in good faith, with the Employee abstaining fromparticipating in the consideration of and vote on the matter, that the subjectmatter of such action involves acts or omissions by or under the supervision ofthe Employee or that termination of the Employee would materially advance theEmployer’s compliance with the purpose of the action or would materially assistthe Employer in avoiding or reducing the restrictions or adverse effects to theEmployer related to the regulatory action); (E) the exhibition by the Employeeof a standard of behavior within the scope of his employment that is materiallydisruptive to the orderly conduct of the Employer’s business operations(including, without limitation, substance abuse or sexual misconduct) to alevel which, in the Board of Directors’ good faith and reasonable judgment,with the Employee abstaining from participating in the consideration of andvote on the matter, is materially detrimental to the Employer’s best interest,that, if susceptible of cure remains uncured ten (10) days following writtennotice to the Employee of such specific inappropriate behavior; or (F) thefailure of the Employee to devote his full business time and attention to hisemployment as provided under this Agreement that, if susceptible of cure,remains uncured thirty (30) days following written notice to the Employee ofsuch failure.

 

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(c)                                  “Change in Control”shall mean the occurrence during the Term of any of the following events,unless such event is a result of a Non-Control Transaction;

 

(i)                                     Theindividuals who, as of the date of this Agreement, are members of the Board ofDirectors of the Employer (the “Incumbent Board”) cease for any reason toconstitute at least fifty percent of the Board of Directors of the Employer; provided,however, that if the election, or nomination for election by theEmployer’s shareholders, of any new director was approved in advance by a voteof at least fifty percent of the Incumbent Board, such new director shall, forpurposes of this Agreement, be considered as a member of the Incumbent Board;provided, further, that no individual shall be considered a member of theIncumbent Board if such individual initially assumed office as a result ofeither an actual or threatened “Election Contest” (as described in Rule 14a- 11promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), orother actual or threatened solicitation of proxies or consents by or on behalfof any person other than the Board of Directors of the Employer (a “ProxyContest”), including by reason of any agreement intended to avoid or settle anyElection Contest or Proxy Contest.

 

(ii)                                  Anacquisition (other than directly from the Employer) of any voting securities ofthe Employer (the “Voting Securities”) by any “Person” (as the term “person” isused for purposes of Section 13(d) or 14(d) of the Exchange Act)immediately after which such Person has “Beneficial Ownership” (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of thecombined voting power of the Employer’s then outstanding Voting Securities; provided,however, that in determining whether a Change in Control has occurred,Voting Securities which are acquired in a Non-Control Acquisition shall notconstitute an acquisition which would cause a Change in Control.

 

(iii)                               Approvalby the shareholders of the Employer of: (i) a merger, consolidation, orreorganization involving the Employer; (ii) a complete liquidation ordissolution of the Employer or (iii) an agreement for the sale or otherdisposition of all or substantially all of the assets of the Employer to anyPerson (other than a transfer to a Subsidiary).

 

(iv)                              Anotice of an application is filed with the Office of Comptroller of theCurrency (the “0CC”) or the Federal Reserve Board or any other bank or thriftregulatory approval (or notice of no disapprova1) is granted by the FederalReserve, the OCC, the Federal Deposit Insurance Corporation, or any otherregulatory authority for permission to acquire control of the Employer or anyof its banking subsidiaries.

 

(d)                                 “Good Reason”shall mean the occurrence after a Change in Control of any of the events orconditions described in subsections (i) through (viii) hereof:

 

(i)                                     achange in the Employee’s status, title, position or responsibilities (includingreporting responsibilities) which, in the Employee’s reasonable judgment,represents an adverse change from his status, title, position orresponsibilities as in effect at any time within ninety (90) days preceding thedate of a Change in Control or at any

 

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time thereafter; the assignment to theEmployee of any duties or responsibilities which, in the Employee’s reasonablejudgment, are inconsistent with his status, title, position or responsibilitiesas in effect at any time within ninety (90) days preceding the date of a Changein Control or at any time thereafter; any removal of the Employee from orfailure to reappoint or reelect him to any of such offices or positions, exceptin connection with the termination of his employment for Disability or Cause,as a result of his death, or by the Employee other than for Good Reason, or anyother change in condition or circumstances that in the Employee’s reasonablejudgment makes it materially more difficult for the Employee to carry out theduties and responsibilities of his office than existed at any time withinninety (90) days preceding the date of Change in Control or at any timethereafter;

 

(ii)                                  areduction in the Employee’s base salary or any failure to pay the Employee anycompensation or benefits to which he is entitled within five (5) days of thedate due;

 

(iii)                               theEmployer’s requiring the Employee to be based at any place outside a 30-mileradius from the executive offices occupied by the Employee immediately prior tothe Change in Control, except for reasonably required travel on the Employer’sbusiness which is not materially greater than such travel requirements prior tothe Change in Control;

 

(iv)                              thefailure by the Employer to (A) continue in effect (without reduction in benefitlevel and/or reward opportunities) any material compensation or employeebenefit plan in which the Employee was participating at any time within ninety(90) days preceding the date of a Change in Control or at any time thereafter,unless such plan is replaced with a plan that provides substantially equivalentcompensation or benefits to the Employee, or (B) provide the Employee withcompensation and benefits, in the aggregate, at least equal (in terms ofbenefit levels and/or reward opportunities) to those provided for under eachother employee benefit plan, program and practice in which the Employee wasparticipating at any time within ninety (90) days preceding the date of aChange in Control or at any time thereafter;

 

(v)                                 theinsolvency or the filing (by any party, including the Employer) of a petitionfor bankruptcy of the Employer, which petition is not dismissed within sixty(60) days;

 

(vi)                              anymaterial breach by the Employer of any material provision of this Agreement;

 

(vii)                           anypurported termination of the Employee’s employment for Cause by the Employerwhich does not comply with the terms of this Agreement or

 

(viii)                        thefailure of the Employer to obtain an agreement, satisfactory to the Employee,from any successor to assign to assume and agree to perform this Agreement, ascontemplated in Section 11 hereof.

 

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Any event or condition described in clause (i) through (viii) abovewhich occurs prior to a Change in Control but which the Employee reasonablydemonstrates (A) was at the request of a third party, or (B) otherwise arose inconnection with, or in anticipation of, a Change in Control which actuallyoccurs, shall constitute Good Reason for purposes of this Agreement,notwithstanding that it occurred prior to the Change in Control.  The Employee’s right to terminate hisemployment for Good Reason shall not be affected by his incapacity due tophysical or mental illness.

 

(e)                                  “Non-ControlTransaction” shall mean a transaction described below:

 

(i)                                     theshareholders of the Employer, immediately before such merger, consolidation orreorganization, own, directly or indirectly, immediately following such merger,consolidation or reorganization, at least 50% of the combined voting power ofthe outstanding voting securities of the corporation resulting from suchmerger, consolidation or reorganization (the “Surviving Corporation”) insubstantially the same proportion as their ownership of the Voting Securitiesimmediately before such merger, consolidation or reorganization; and

 

(ii)                                  immediatelyfollowing such merger, consolidation or reorganization, the number of directorson the board of directors of the Surviving Corporation who were members of theIncumbent Board shall at least equal the number of directors who wereaffiliated with or appointed by the other party to the merger, consolidation orreorganization.

 

(f)                                    “Notice ofTermination” shall mean a written notice of termination from the Employerof the Employee which specifies an effective date of termination, indicates thespecific termination provision in this Agreement relied upon, and sets forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Employee’s employment under the provision so indicated.

 

27.                                 Entire Agreement.  This Agreement supersedes any otheragreements, oral or written, between the parties with respect to the subjectmatter hereof, and contains all of the agreements and understandings betweenthe parties with respect to the employment of Employee by Employer.  Any waiver or modification of any term ofthis Agreement shall be effective only if it is set forth in writing signed byall parties hereto.

 

28.                                 Gender Neutrality.  The terms “he,” “him,” “his,” and “himself,”where used in this Agreement, shall refer to both the masculine and femininegenders, as may be appropriate.

 

29.                                 Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed to be an original but all ofwhich together will constitute one and the same Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the date first above written on this 12th day of May, 2004.

 
|                 | EMPLOYER:                                    |
|----------------------|----------------------------------------------|
|                 |                                         |
|                 | GREENVILLE FIRST BANK, N.A.                  |
|                 |                                         |
|                 |                                         |
|                 | By:                                          |   /s/ R. Arthur Seaver, Jr. |   |
|                 | Name: R. Arthur Seaver. Jr.                  |
|                 | Title: President and Chief Executive Officer |
|                 |                                         |
| [CORPORATE SEAL]     |                                         |
|                 |                                         |
| Attest:              |                                         |
|                 |                                         |
|                 |                                         |
| /s/ Fred Gilmer, Jr. |                                         |   |
| Secretary            |                                         |
|                 |                                         |
|                 | EMPLOYEE:                                    |
|                 |                                         |
|                 |                                         |
|                 | /s/ Frederick Gilmer, III                    |   |
|                 | Frederick Gilmer, III                        |
|                      |                                              |  |  |  |  |

 

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