EXHIBIT 10.2
FORM OF
NONCOMPETE
AGREEMENT
THIS NONCOMPETE
AGREEMENT (this
“Agreement”) dated as of July 21, 2005, is between
SCBT Financial Corporation, a South Carolina corporation (the
“Company”), and Thomas Bouchette (the “Restricted
Party”).
WHEREAS, pursuant to the Agreement and Plan of Merger
dated July 21, 2005 (the “Merger Agreement”),
between Sun Bancshares, Inc. (“Sun”), a South
Carolina bank holding company, and the Company, the Company has
agreed to acquire all the issued and outstanding capital stock of
Sun (the “Merger”) pursuant to the terms and conditions
of the Merger Agreement.
WHEREAS , Restricted Party is presently the Chief
Executive Officer of Sun, and the Company and the Restricted Party
have agreed that upon the consummation of the Merger, Restricted
Party shall become an employee of the Company.
WHEREAS, one of the conditions to the Company’s
obligation to consummate the acquisition is that Restricted Party
enters into a noncompete agreement with the Company to restrict the
Restricted Party during his employment with Company and for a
period of one year thereafter.
WHEREAS, in order to induce the Company to consummate the
Merger Agreement, and in consideration of the sum of $103,000, the
undersigned is entering into this Agreement with the Company in
order to preserve for the benefit of the Company the valuable
rights that are being acquired by the Company pursuant to the
Merger Agreement.
NOW, THEREFORE
, in consideration of the premises,
the mutual covenants and agreements set forth in this Agreement,
and other good and valuable consideration the receipt, mutuality
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
Nonrecruitment and
Nonsolicitation Covenants .
(a)
Nonrecruitment of
Employees . Restricted Party hereby agrees that, during his
employment with the Company and for a period of one year after his
resignation or removal or otherwise ceasing to be an employee of
the Company, except as required by law, Restricted Party shall not,
without the prior written consent of the Company’s Chief
Executive Officer, which consent may be withheld at the sole
discretion of the Company’s Chief Executive Officer, directly
or indirectly solicit or recruit for employment or encourage to
leave employment with Company, any of Company’s Affiliates on
his own behalf or on behalf of any other Person other than Company
or any of Company’s Affiliates, any employee of Company, or
any of Company’s Affiliates with whom Restricted Party worked
during Restricted Party’s services as an employee of Sun, any
of Sun’s Affiliates, and who performed services for Sun,
Company or any of their Affiliates’ customers and who has not
thereafter ceased to be employed by Sun, Company or any of their
Affiliates for a period of not less than one year.
(b)
Nonsolicitation of
Customers . Restricted Party hereby agrees that, during his
employment with the Company and for a period of one year after his
resignation or removal or otherwise ceasing to be an employee of
the Company, except as required by law, Restricted Party shall not,
without the prior written consent of the Company’s Chief
Executive Officer, which consent may be withheld at
the sole discretion of
Company’s Chief Executive Officer, directly or indirectly, on
behalf of himself or of anyone other than Company or any Affiliate,
solicit or attempt to solicit for the purpose of providing any
Business Activities (as defined in Section 1(c)) to any
customer of Sun, Company or any of their Affiliates whom Restricted
Party actively solicited or with whom Restricted Party worked, or
otherwise had material contact, in the course of Restricted
Party’s service as a employee of Sun or the
Company.
(c)
Noncompetition
. Restricted Party hereby agrees that, during his
employment with the Company and for a period of one year after his
resignation or removal or otherwise ceasing to be an employee of
the Company, except as required by law, Restricted Party shall not,
without the prior written consent of Company’s Chief
Executive Officer, which consent may be withheld at the sole
discretion of Company’s Chief Executive Officer, engage or
participate in, or prepare or apply to commence, any Business
Activities with, for or on behalf of any new financial institution
as a director, consultant, officer, employee, agent or shareholder
of, or on behalf of any other Person, business or enterprise that
competes with Company or any of Company’s Affiliate with
respect to Business Activities. For purposes of this
Section 1(c), “ Business Activities ” shall
be any business activities conducted by Company, Sun or any of
their Affiliates, which consist of commercial or consumer loans and
extensions of credit, letters of credit, commercial and consumer
deposits and deposit accounts, securities repurchase agreements and
sweep accounts, cash management services, money transfer and bill
payment services, internet or electronic banking, automated teller
machines, IRA and retirement accounts, mortgage loans, and home
equity lines of credit. Nothing in this
Section 1(c) shall prohibit Restricted Party from
acquiring or holding, for investment purposes only, less than 5% of
the outstanding securities of any corporation which may compete
directly or indirectly with Sun, Company or any of their Affiliates
or preclude Restricted Party from continuing any Business
Activities conducted as of the date hereof.
(d)
Geographic
Scope . The restrictions on competition set forth in
Section 1 shall only apply to Horry County and Georgetown
County, South Carolina, defined for the purposes of this Agreement
as the “ Restricted Area .” However, the
restrictions are intended to apply only with respect to personal
activities of Restricted Party within the Restricted Area and shall
not deemed to apply if Restricted Party is employed by an entity
that has branch offices within the Restricted Area but Restricted
Party does not personally work in or have any business contacts
with persons in the Restricted Area.
(e)
Enforceability of
Covenants. Restricted Party acknowledges and agrees that
the covenants in this Agreement are direct consideration for a sale
of a business and should be governed by standards applicable to
restrictive covenants entered into in connection with a sale of a
business. Restricted Party acknowledges that e
