**Exhibit 10.3**

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of the 1st day ofApril, 2004, to be effective December 1, 2003 (the “Effective Date”) byand between Greenville First Bank, N.A. (hereinafter called “Employer” or the“Company”), having its principal office at 112 Haywood Road, Greenville. SouthCarolina 29607 and J. Edward Terrell thereinafter called “Employee”), whoseresidence address is 38 Wiseton Court/Simpsonville/South Carolina/2968l.

 

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 ofEmployer and in such capacity shall perform such duties as are consistent withthat position including working with the executive team responsible for clientacquisition strategies, overall marketing, shareholder relations and branchoffice coordination, and as Employer from time to time may direct.  The Employee shall have such authority andresponsibilities consistent with his position as are set forth in the Company’sBylaws or assigned by the Company’s Board of Directors (the “Board”) or ChiefExecutive Officer (CEO) from time to time. The Employee shall devote his fill business time, attention, skill andefforts to the performance ofhis 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 Employer’sprincipal corporate offices or subsidiary office as agreed upon by Employer andEmployee.

 

Employer reserves the right from time to time to extend, curtail orchange the title and duties of Employee. The Employee may devote reasonable periods to service as a director oradvisor to other organizations, to charitable and community activities, and tomanaging his personal investments; provided that such activities do notmaterially interfere with the performance of his duties hereunder and are notin conflict or competitive with, 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 of January 2005 andon the 1ast day of January each year thereafter, the Term shall be extended for an additional one (1)year so that the remaining term shall continue to be two (2) years; providedthat the Employer or the Employee may at any time, by written notice, fix theTerm to a finite term of two (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 $125,000.00 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”),

 

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and may be increased by the Board, or a duly appointed Committeethereof, in its sole discretion. The Base Salary shall be payable in accordancewith the salary practices of the employer.

 

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.

 

(c)                                  The Employer shallpay the annual dues for the Employees membership at the Greenville Country Club(not to exceed $ reasonable per year) for so long as the Employeeremains an Employee of the Employer and this Agreement remains in force.

 

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 theamounts of any expenses claimed which, for lack of proper documentation orotherwise, are not allowed to Employer as deductions for Federal income taxpurposes.

 

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 soonas it is created or conceived byEmployee, and Employer shall own, all Work Product (as defined below).  To the

 

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extent permitted by law, all Work Product shall be considered work madefor hire by Employee and owned by Employer.

 

(b)                                 If any of the WorkProduct may not, by operation oflaw, be considered work made for hire by Employee for Employer (or if ownershipof all right, title and interest of the intellectual property rights thereinshall not otherwise vest exclusively in Employer), Employee agrees to assign,and upon creation thereof automatically assigns, without further consideration,the ownership of all Work Product to Employer, its successors and assigns.

 

(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 this Agreement.

 

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 (includingdevelopment and support systems) of Employer to the extent Employee conceived,developed or delivered such Work Product to Employer prior to the date of thisAgreement while Employee was engaged as an independent contractor or employeeof Employer. Employee hereby irrevocably relinquishes for the benefit ofEmployer and its assigns any moral rights in the Work Product recognized byapplicable law.

 

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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 definedbelow).  “Trade Secrets” shall meaninformation or data of or about Employer or any Affiliates, including, but notlimited to, technical or non-technical data, formulas, patterns, compilations,programs, devices, methods, techniques, drawings, processes, financial data,financial plans, product plans, or lists of actual or potential customers, clients,distributors or licensees, that: (i) derive economic value, actual or potential, from notbeing generally known to, and not being readily ascertainable by proper meansby, other persons who can obtain economic value from their disclosure or use; and(ii) are the subject of efforts that are reasonable under the circumstances tomaintain their secrecy.  To the extentthat the foregoing definition is inconsistent with the definition of “tradesecret” mandated under applicable law, the latter definition shall govern forpurposes of interpreting Employee’s obligations under this Agreement.  Except as required to perform hisobligations under this Agreement, or except with Employer’s prior writtenpermission, Employee shall not use, redistribute, market, publish, disclose ordivulge to any other person or entity any Trade Secrets of Employer.  Employee’s obligations under this provisionshall remain in force (during and after the term) for so long as suchinformation or data shall continue to constitute a Trade Secret underapplicable law.  Employee agrees tocooperate with any and all confidentiality requirements of Employer, andEmployee shall immediately notify Employer of any unauthorized disclosure oruse of any Trade Secrets of which 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 its Affiliatedentities shall be and remain the sole property of Employer and/or suchAffiliated 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

 

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product offered or provided by Employer; provided, however, that thisrestriction shall apply only to those customers or clients with whom Employeehad contact in connection with services or products provided by Employer withintwo (2) years prior 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 thepurpose of providing services that are the same or similar to the types ofservices offered or engaged in by Employer at the time of termination ofEmployee’s employment with Employer.

 

12.                                 Non-CompetitionAgreement.  During Employee’semployment with Employer and for a period of one (1) year thereafter, Employeeshall not (without the prior written consent of Employer) compete with Employeror any of its subsidiaries, directly or indirectly, engage in forming, servingas an organizer, 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

 

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**(30**th)(lay after the occurrence of a Change in Control or within a ninety (90) dayperiod beginning on the one (1) year anniversary of the occurrence of a Changein Control; 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).

 

(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

 

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coverages and benefits during any of theperiods referred to above.  TheEmployer’s obligation hereunder with respect to the foregoing benefits shall belimited to the extent that the Employee obtains any such benefits pursuant to asubsequent employer’s benefit plans, in which case the Employer may reduce thecoverage of any benefits it is required to provide the Employee hereunder aslong as the aggregate coverages and benefits of the combined benefit plans isno less favorable to the Employee than the coverages and benefits required tobe provided 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

 

(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 12shall not 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 obligation to the Employeefor, and the Employee waives and relinquishes, any further compensation orbenefits (exclusive of COBRA benefits). At the time of termination of employment, the Employer and the Employeeshall enter into a mutually satisfactory form of release acknowledging suchremaining obligations and discharging both parties, as well as the Employer’s officers, directors andemployees with respect to their actions for or on behalf of the Employer, fromany other claims or obligations arising out of or in connection with theEmployee’s employment by the Employer, including the circumstances of suchtermination.

 

(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 the

 

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Internal Revenue Code, on such “excess parachute payments,” taking intoaccount all taxes payable by the Employee with respect to such tax gross-uppayments hereunder, so that the Employee shall be, after payment of all taxes,in the same financial position as if no taxes under Section 4999 had beenimposed upon 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.

 

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 causeimmeasurable and irreparable harm to Employer. In the event of a breach or threatened breach of any covenant containedherein.  Employer shall be entitled totemporary and permanent injunctive relief, restraining Employee from violatingor threatening to violate any covenant contained herein, as well as all costsand fees incurred by Employer, including attorneys’ fees, as a result ofEmployee’s breach or threatened breach of the covenant.  Employer and Employee agree that the reliefdescribed herein is in addition to such other and further relief as may beavailable to Employer at equity or by law. Nothing herein shall be construed as prohibiting Employer from pursuingany other remedies available to it for such breach 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 automaticallyextended by any length of time duringwhich Employee is inbreach of the corresponding covenant contained herein.  The provisions of this Agreement shallcontinue in full force and effect throughout the duration of the extendedperiods.

 

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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 of Taxes.  Employermay withhold from any amountspayable to Employee under this Agreement all federal, state, city or othertaxes and withholdings as shall be required pursuant to any applicable law,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 ofEmployer.

 

24.                                 Assignment.  The rights 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 or circumstances is heldinvalid, unenforceable or otherwiseunlawful, the remainder of this Agreement and the application of such provisionto any other person or circumstances shall not be affected.  In addition, the applicable provision shallbe reformed to the extent (and only to the extent) necessary to make it valid,enforceable and legal.

 

26.                                 Certain Definitions.

 

(a)                                  “Affiliate”shall mean any business entity controlled by, controlling or under commoncontrol with the Employer.

 

(b)                                 “Cause” shallconsist of any of (A) the commission by the Employee of a willful act(including, without limitation, a dishonest or fraudulent act) or a grosslynegligent act, or the willful or grossly negligent omission to act by theEmployee, which is intended to cause, causes or is reasonably likely to causematerial harm to the Employer (including harm to its business reputation), (B)the indictment of the Employee for the commission or perpetration by theEmployee of any felony or any crime involving dishonesty, moral turpitude orfraud, (C) the material breach by the Employee of this Agreement that, ifsusceptible of cure, remains uncured ten (10) days following written notice tothe Employee of such breach, (D) the receipt of any form of notice, written orotherwise, that any regulatory agency having jurisdiction over the Employerintends to institute any form of formal or informal (e.g., a memorandumof understanding which relates to the Employee’s performance) regulatory actionagainst the Employee or the Employer or the Employer (provided that the Board of Directors determines in good faith, with theEmployee abstaining from participating in the consideration of and vote on

 

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the matter, that the subject matter of such action involves acts or omissions by or under thesupervision of the Employee or that termini nation of the Employee wouldmaterially advance the Employer’s compliance with the purpose of the action orwould materially assist the Employer in avoiding or reducing the restrictionsor adverse effects to the Employer related to the regulatory action); (F) theexhibition by the Employee of a standard of behavior within the scope of his employment thatis materially disruptive to the orderly conduct of the Employer’s businessoperations (including, without limitation, substance abuse or sexualmisconduct) to a level which, in the Board of Directors good faith andreasonable judgment, with the Employee abstaining from participating in theconsideration of and vote on the matter, is materially detrimental to theEmployer’s best interest, that, if susceptible of cure remains uncured ten (10)days following written notice to the Employee of such specific inappropriatebehavior; or (F) the failure of the Employee to devote his full business timeand attention to his employment as provided under this Agreement that, ifsusceptible of cure, remains uncured thirty (30) days following written noticeto the Employee of such failure.

 

(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 whethera Change in Control has occurred, Voting Securities which are acquiredin a Non-Control Acquisition shall not constitute an acquisition which wouldcause a Change in Control.

 

(iii)                               Approvalby the shareholders of the Employer of: (i) a merger, consolidation, or reorganization involving the Employer;(ii) a complete liquidation or dissolution of the Employer; or (iii) anagreement for the sale or other disposition of all or

 

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substantially all of the assets of theEmployer to any Person (other than a transfer to a Subsidiary).

 

(iv)                              Anotice of an application is filed with the Office of Comptroller of theCurrency (the “OCC”) or the Federal Reserve Board or any other bank or thriftregulatory approval (or notice of no disapproval) 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 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 heis entitled withinfive (5) days of the date 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

 

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Employee was participating at any time withinninety (90) days preceding the date of a Change in Control or at any timethereafter;

 

(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)                        the failureof the Employer to obtain an agreement, satisfactory to the Employee, from anysuccessor or assign to assume and agree to perform this Agreement, ascontemplated in Section 11 hereof.

 

Any event or condition describedin clause (i) through (viii) above which occurs prior to a Change in Controlbut which the Employee reasonably demonstrates (A) was at the request of athird party, or (B) otherwise arose in connection with, or in anticipation of,a Change in Control which actually occurs, shall constitute Good Reason forpurposes of this Agreement, notwithstanding that it occurred prior to theChange in Control.  The Employee’s rightto terminate his employment for Good Reason shall not be affected by hisincapacity due to physical 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 of theoutstanding voting securities of the corporationresulting from such merger, consolidation or reorganization (the“Surviving Corporation”) in substantially the same proportion as theirownership of the Voting Securities immediately 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 for terminationof the Employee’s employment under the provision so indicated.

 

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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. |
|                 |                        |   |
|                 |                        |   |
| [CORPORATE SEAL]     | By:                         | /s/ R. Arthur Seaver, Jr. |   |
|                 |                        | Name: R. Arthur Seaver, Jr. |
|                 |                        | Title: President and Chief Executive Officer |
|                 |                        |   |
| Attest:              |                        |   |
|                 |                        |   |
| /s/ Fred Gilmer, Jr. |                        |   |   |
| Secretary            |                        |   |
|                 |                        |   |
|                 |                        |   |
|                 | EMPLOYEE:                   |
|                 |                        |   |
|                 |                        |   |
|                 |                        | /s/ J. Edward Terrell |   |
|                 | J. Edward Terrell           |
|                      |                             |  |  |  |  |  |

 

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