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RETENTION BONUS AWARD AGREEMENT
BETWEEN THE SOUTH FINANCIAL GROUP
AND [EXECUTIVE]
This Retention Bonus Award Agreement (this
“Agreement”) is made and entered into as of
this _____ day of _____________, 2008, by and between [Executive]
(the “Executive”) and The South Financial
Group, Inc., a South Carolina corporation and financial institution
holding company headquartered in Greenville, South Carolina (the
“Company”). As used herein, the term
“Company” shall include the Company and any and
all of its subsidiaries where the context so applies.
W I T N E S S E T H
WHEREAS the Company
has determined to pay a cash bonus to Executive if Executive
remains employed by the Company (subject to certain exceptions)
through December 31, 2009, in accordance with the terms of this
Agreement; and
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WHEREAS Executive
desires to enter into this Agreement;
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NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein
and intending to be legally bound hereby, the Company and Executive
agree as follows:
1.
Definitions . For purposes of this
Agreement, the following terms shall have the meanings specified
below.
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1.1
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“Agreement” has the meaning
set forth in the preamble.
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1.2
“Cause” has the meaning set
forth in Section 2 of the Noncompetition, Severance and Employment
Agreement.
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1.3
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“Code” means the Internal
Revenue Code of 1986, as amended.
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1.4
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“Company” has the meaning set
forth in the preamble.
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1.5
“Disability” has the meaning set
forth in Section 2 of the Noncompetition, Severance and Employment
Agreement.
1.6
“Involuntary Termination” has
the meaning set forth in Section 2 of the Noncompetition, Severance
and Employment Agreement.
1.7
“Noncompetition, Severance and Employment
Agreement” means the Amended and Restated Noncompetition,
Severance and Employment Agreement Between Carolina First Bank and
[Executive], dated February 25, 2008.
1.8
“Retention Bonus” means the cash
award that may be paid to Executive pursuant to the terms of
Section 2 below.
1.9
“Supplemental Retirement
Agreement” means The South Financial Group Supplemental
Executive Retirement Agreement Between The South Financial Group,
Inc. and [Executive], dated _________, 200_.
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2.
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Terms of Retention Bonus .
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2.1
Eligibility; Form and Time of Payment . If
Executive remains employed by the Company until December 31, 2009,
the Company shall pay a Retention Bonus to Executive in the amount
of $500,000, which shall be paid to Executive in a lump sum payment
on January 1, 2010 (or as soon as practicable thereafter but in all
events no later than January 31, 2010).
2.2
Termination of Employment . If
Executive’s employment with the Company is terminated (i)
by the Company for Cause prior to the payment date of the Retention
Bonus, (ii) by Executive for any reason (other than an Involuntary
Termination) prior to December 31, 2009, (iii) by the Company due
to Executive’s Disabilit
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