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Exhibit 10.1
EMPLOYMENT CONTRACT
THIS EMPLOYMENT
AGREEMENT, entered into this 27th day of February, 2007, 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 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: that there
is a change in the composition of the Board of Directors of the
Bank such that a majority of the directors are new to the Board;
the Shareholders of the Bank approve a merger, consolidation or
reorganization (unless such merger, consolidation or reorganization
is as a result of a complete liquidation or dissolution of the
Bank); or there is an agreement for the sale or other disposition
of all or substantially all of the assets of the Bank to another
entity (other than a transfer to a subsidiary of the
Bank).
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
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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.
4.
Compensation : As remuneration for the full-time services,
the Executive shall receive a salary of One Hundred Sixty Five
Thousand and no/100 ($165,000.00) 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 compensation committee of
the Board of Directors.
5.
Bonuses : The Executive will receive a five (5%) percent
cash bonus, by March 1 annually, subject to the remaining
provisions of this paragraph. The bonus shall be calculated based
on the net income of the Company for the prior year. As used in
this Section “net income” shall mean income computed
according to generally accepted accounting principles for Beach
First National Bancshares, Inc.
If the Bank had
extraordinary gains or losses during the prior year, the bonus may
be decreased or increased at the sole discretion of the
Compensation Committee. If the Bank fails to meet regulatory
oversight requests and/or mandates, the bonus may be decreased or
eliminated altogether at the discretion of the Compensation
Committee and or the Board of Directors.
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 : The Executive shall be promptly reimbursed,
against presentation of vouchers or receipts, for all authorized
expenses properly and reasonably incurred by him on behalf of the
Bank. In addition, the Bank will provide the Executive with an
automobile, for use while employed with the Bank, with approval of
the Compensation Committee.
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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 pr
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