AMENDED AND RESTATED EMPLOYMENT CONTRACT

Exhibit 10.11
AMENDED AND RESTATED EMPLOYMENT CONTRACT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into this 15th day of December, 2008, by and between Beach First National Bancshares, Inc. and Beach First National Bank, collectively hereinafter referred to as “Bank”, and Walt Standish, hereinafter referred to as the “Executive.”

W I T N E S S E T H   T H A T:

     WHEREAS, the Bank and the Executive executed the Employment Agreement on February 27, 2007 (the “Agreement”).

     WHEREAS, the Bank and the Executive desire to amend and restate the Agreement for the purpose of updating the Agreement to reflect the Final Regulations issued pursuant to Section 409A of the Internal Revenue Code.

     WHEREAS, the Bank desires to continue to employ Executive as the President and CEO of Beach First National Bank and President and CEO of Beach First National Bancshares, Inc., and Executive desires to continue in such employment upon the terms and conditions set forth herein below.

     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

     1.  Employment : The Bank agrees to continue to employ Executive as President and Chief Executive Officer of Beach First National Bank and President and CEO of Beach First National Bancshares, Inc., based out of Myrtle Beach, Horry County, South Carolina, for a period of two (2) years commencing on March 1, 2006 and running for two (2) years thereafter (the “Term”), unless previously terminated by either party in accordance with the provisions herein. The Term may automatically extend, as provided for in Paragraph 3 herein.

     In the event a “Change in Control of the Bank” occurs during the Term, the Executive’s employment will automatically extend for an additional three (3) years. For the purposes of this Contract, a “Change in Control of the Bank” shall mean as defined in Treasury Regulation § 1.409A-3(i)(5).

     In the event there occurs a Change in Control of the Bank, any restrictions on any outstanding incentive awards (including restricted stock) granted to the Executive under any incentive plan or arrangement shall lapse and such incentive award or awards shall immediately become one hundred (100%) percent vested; all stock options and stock appreciation rights granted to the Executive shall become immediately exercisable and shall become one hundred (100%) percent vested; and any performance units granted to the Executive shall become one hundred (100%) percent vested.

     2.  Performance : During the term of this Contract and any renewals or extensions hereof, if any, Executive agrees to devote substantially all of his full business time, attention and efforts to the performance of his duties for the Bank, it being understood that the Executive’s duties are executive and administrative and subject to definition and direction by the Bank’s Board of Directors. Nothing herein shall restrict or prevent Executive from personally, on his own account and solely for his own benefit, investing in stocks, bonds, commodities, real estate or other forms of investment. Further, Executive may engage in other activities, such as professional, charitable, educational, religious and similar types of organizations and speaking engagements, which are not, or are not likely to become, in competition, directly or indirectly, with the Bank. Any outside investments or activities must not inhibit or prohibit the performance of Executive’s duties or conflict with the business of the Bank.

     The Executive shall at all times use his best efforts to assure (1) that the Bank is operated in a manner that will achieve satisfactory ratings in reports of examination by the Office of the Comptroller of the Currency and (2) that the Bank and its holding company comply with the reporting requirements of the applicable government agencies.

     3.  Term : As set forth above, the Term is two (2) years. At the end of the two (2) years, the contract will automatically renew for an additional two (2) year period unless either party terminates the arrangement or requests renegotiation at least one (1) month before the end of the Term.

     4.  Compensation : As of the date of this Agreement, the Executive shall receive a salary of $175,000 dollars per annum from which the appropriate employment taxes and other required deductions shall be withheld, and said salary shall be paid bi-weekly. Salary and stock options will be reviewed annually by the executive committee of the Board of Directors. Any stock options or similar awards shall be issued to the Executive at an exercise price of not less than the stock’s current fair market value as of the date of grant, and the number of shares subject to such grant shall be fixed on the date of grant.

     5.  Bonuses : The Executive will receive a five (5%) percent cash bonus which shall be paid no later than March 1 of the year following the year in which such bonus is earned, subject to the remaining provisions of this Paragraph 5. The bonus shall be calculated based on the net income of the Company for the prior year. As used in this Paragraph 5, “net income” shall mean income computed according to generally accepted accounting principles for Beach First National Bancshares, Inc.

     If the Bank had extraordinary gains during the prior year, the bonus may be increased at the sole discretion of the Executive Committee. If the Bank had extraordinary losses during the prior year or there was a failure to meet regulatory oversight requests and/or mandates, the bonus may be decreased or eliminated altogether at the sole discretion of the Executive Committee.

     6.  Other Benefits : The Bank shall make available to the Executive the life insurance, dental and health insurance, disability insurance, retirement benefits and such other benefits or plans as are provided to the Bank employees. The Executive may participate in said programs if eligible. The cost for participation will be the same as applicable to all other similarly situated employees. If the Executive is continuously employed by the Bank for ten (10) years and then leaves such employment, the Executive will be permitted, to the extent allowed by the applicable insurers/providers, to continue to participate in health and dental insurance and other employee benefits, at his own expense (this obligation shall survive the termination of this Agreement).

     In addition, the Bank shall designate the Executive as the authorized user of the Bank’s Dunes Club membership for so long as the Executive remains the President and CEO of Beach First National Bank.

     7.  Vacation : The Executive may take vacation as permitted by the Employee Handbook or other applicable Bank policies in effect during this contract period.

     8.  Expenses : Upon presentation of vouchers or receipts, the Executive shall be reimbursed for all authorized expenses properly and reasonably incurred by him on behalf of the Bank. Such reimbursements shall be paid no event later than sixty (60) days after the expense was incurred. In addition, the Bank will provide the Executive with an automobile, for use while employed with the Bank, with approval of the Bank Executive Committee.

     9.  Confidential Information and Related Matters : Executive acknowledges that the Bank has information which is proprietary, confidential and information which constitutes trade secrets which the Bank uses in its business and which is essential to the Bank’s continued ability to compete and be successful. Executive also acknowledges that the release of such information would cause serious and irreparable harm to the Bank’s business and the Bank has expended considerable time, resources and capital in the development of this information.

     The term “Trade Secrets”, shall be defined as set forth in the South Carolina Uniform Trade Secrets Act, as amended from time to time, which defines Trade Secrets as information, including a formula, pattern, compilation, program, device, method, technique, or process that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (ii) is subject to efforts that are reasonable under the circumstances to maintain its secrecy. The term “Confidential Information” shall mean Bank materials and information to which the public does not have ready access and to which the Executive receives access or which the Executive develops, individually or in collaboration with others, as a result of or in the course of his employment or through the use of any of Bank’s facilities or resources. “Trade Secrets” and “Confidential Information” include, but are not limited to: