Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all persons who are employees of the First South Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Entities be officers of the Surviving Corporation or the Surviving Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation or the Surviving Bank and in accordance with the Bylaws of the Surviving Corporation or the Surviving Bank. All of the Continuing Employees shall be employed at the will of the Surviving Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina Financial’s Employee Benefit Plans with full credit for prior service with First South and any other First South Entity solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina Financial’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina Financial) will be eligible to receive severance benefits under Carolina Financial’s standard severance policy for its employees, an accurate and complete description of which has been provided to First South, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Carolina Financial’s standard severance policy. (c) As of the Effective Time, Carolina Financial shall make available employer-provided benefits under Carolina Financial Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial or CresCom Bank employees. With respect to Carolina Financial Employee Benefit Plans providing health coverage, Carolina Financial shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Carolina Financial shall use commercially reasonable efforts to cause any such successor Carolina Financial Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding First South Employee Benefit Plan during that plan year prior to the transition effective date. (d) First South shall cause each of First South’s directors who are not employees of First South or First South Bank to execute and deliver a Non-Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form attached hereto as Exhibit B (e) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South shall cause each of First South’s Executive Officers and directors to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form attached hereto as Exhibit C pursuant to which he or she will vote his or her shares of First South Common Stock in favor of this Agreement and the transactions contemplated hereby. (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (g) First South shall use its reasonable best efforts to cause the employees designated by Carolina Financial to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as Exhibit E. (h) Consistent with applicable Law, First South shall notify each holder of First South Options having an exercise price per share less than the per share value of the Merger Consideration of such optionee’s right to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G. (i) Concurrently with or as soon as practicable after the execution and delivery of this Agreement, Xxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxxxxx shall enter into employment agreements in the forms attached hereto as Exhibits H and I, respectively, which shall become effective only upon the effective time of the Merger. (j) Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial to First South, First South shall cause the adoption of resolutions (which are acceptable to Carolina Financial) by each applicable First South Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Benefit Plan as specified by Carolina Financial in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South shall be required to take such action only with respect to First South Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina Financial, by a First South Entity in accordance with the terms of the plan and applicable Law, (b) First South shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Entity in connection with the Merger. Upon such action, participants in such applicable First South Benefit Plans that are First South ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all All persons who are employees of the First South Seller Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of First National Bank of the Surviving Bank or one of its subsidiariesSouth; provided, however, that in no event shall any of the employees of the First South Seller Entities be officers of Buyer or First National Bank of the Surviving Corporation or the Surviving BankSouth, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board board of Directors directors of Buyer or First National Bank of the Surviving Corporation or the Surviving Bank South and in accordance with the Bylaws bylaws of Buyer or First National Bank of the Surviving Corporation or the Surviving BankSouth. All of the Continuing Employees shall be employed at the will of First National Bank of the Surviving Bank, South and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. For those employees of the Seller Entities who had executed change of control severance agreements prior to August 1, 2007, Buyer anticipates that it will provide a lump sum payment to each employee as contemplated in the change of control severance agreements in exchange for termination of the change in control severance agreements regardless of whether the employee remains employed with Buyer or First National Bank of the South. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina FinancialBuyer’s Employee Benefit Plans 401(k) plan with full credit for prior service with First South and any other First South Entity solely Seller for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina Financial’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina Financial) will be eligible to receive severance benefits under Carolina Financial’s standard severance policy for its employees, an accurate and complete description of which has been provided to First South, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Carolina Financial’s standard severance policy. (c) As Except as provided in the following sentence, as of the Effective Time, Carolina Financial Buyer shall make available employer-provided benefits under Carolina Financial Employee Benefit Plans health and other employee welfare benefit plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial or CresCom Bank employees. With respect to Carolina Financial Employee Benefit Plans providing health coverage, Carolina Financial shall use commercially reasonable efforts to cause Buyer employees except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South Seller plan at the Effective Time of the Merger. In additionNotwithstanding the above language, if any such transition occurs during the middle of a plan year, Carolina Financial shall use commercially reasonable efforts to cause any such successor Carolina Financial Employee Benefit Plan providing Buyer may continue Seller's health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a employee welfare benefit plans for each Continuing Employee respecting his or her participation as currently in place for the corresponding First South Employee Benefit Plan during that plan 2008 year prior to the transition effective dateand roll Seller's employees into Buyer's plans for 2009. (d) First South shall cause Upon execution of this Agreement, each of First SouthSeller’s directors who are not employees of First South or First South Bank to shall execute and deliver a Non-Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Timei) in the form attached hereto as Exhibit B (e) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South shall cause each of First South’s Executive Officers and directors to execute and deliver a Shareholder Support Agreement an agreement dated as of the date hereof in the form attached hereto as of Exhibit C B pursuant to which he or she will vote his or her shares of First South Seller Common Stock in favor of this Agreement and the transactions contemplated herebyhereby and (ii) a non-competition agreement dated as of the date hereof in the form of Exhibit G (the "Non-Competition Agreement"). (fe) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision 7.12. (f) Subject to Section 7.9(a), if Buyer, within six months of this Agreement constitutes or shall be deemed to constituteClosing, an employee benefit plan or other arrangement, an amendment terminates the employment of any employee benefit plan or of Seller Entities immediately prior to the Effective Time, excluding those employees that have change in control severance agreements with Seller (a "Non-Continuing Employee"), Buyer agrees to provide to such Non-Continuing Employee a lump sum payment equal to two weeks of the Non-Continuing Employee's salary in effect at the date of termination times the number of years the Non-Continuing Employee has been employed by Seller Entities measuring from the date of the beginning of employment to the date of termination. A Non-Continuing Employee that has been employed by Seller Entities for less than two years will receive pay equal to four weeks of the Non-Continuing Employee's salary. A Non-Continuing Employee that has been employed by Seller Entities for more than five years will receive ten weeks of the Non-Continuing Employee's salary. Subject to the foregoing, for any fractional year served, Buyer agrees to pay the amount of the two weeks salary divided by twelve times the number of months the Non-Continuing Employee served in the fractional year. In addition, Buyer agrees to provide compensation up to $2,000 for COBRA coverage to each Non-Continuing Employee and to any other arrangement, or any provision employee who has a change in control severance agreement who is terminated by Buyer within six months of any employee benefit plan or other arrangementClosing. (g) First South shall use its reasonable best efforts Buyer anticipates paying a retention bonus to cause the certain key employees designated employed by Carolina Financial Seller Entities, to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as Exhibit E. (h) Consistent be chosen at Buyer's sole discretion, to remain employed with applicable Law, First South shall notify each holder of First South Options having an exercise price per share less than the per share value of the Merger Consideration of such optionee’s right to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G. (i) Concurrently with or as soon as practicable Buyer for at least six months after the execution and delivery Closing or for a shorter period of this Agreement, Xxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxxxxx shall enter into employment agreements in the forms attached hereto time as Exhibits H and I, respectively, which shall become effective only upon the effective time of the Mergerdetermined by Buyer. (j) Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial to First South, First South shall cause the adoption of resolutions (which are acceptable to Carolina Financial) by each applicable First South Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Benefit Plan as specified by Carolina Financial in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South shall be required to take such action only with respect to First South Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina Financial, by a First South Entity in accordance with the terms of the plan and applicable Law, (b) First South shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Entity in connection with the Merger. Upon such action, participants in such applicable First South Benefit Plans that are First South ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all persons who are employees of the First South Carolina Trust Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Carolina Trust Entities be officers of the Surviving Corporation or the Surviving Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation or the Surviving Bank and in accordance with the Bylaws of the Surviving Corporation or the Surviving Bank. All of the Continuing Employees shall be employed at the will of the Surviving Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina Financial’s Employee Benefit Plans with full credit for prior service with First South Carolina Trust and any other First South Carolina Trust Entity solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina Financial’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina Financial) will be eligible to receive severance benefits under Carolina Financial’s standard severance policy for its employees, an accurate and complete description of which has been provided to First SouthCarolina Trust, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Cash Retention Bonus Agreement or Cash and Stock Retention Bonus Agreement in the form of Exhibit E or Exhibit F, respectively, shall not be eligible to receive severance benefits under Carolina Financial’s standard severance policy. (c) As of the Effective Time, Carolina Financial shall make available employer-provided benefits under Carolina Financial Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial or CresCom Bank employees. With respect to Carolina Financial Employee Benefit Plans providing health coverage, Carolina Financial shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South Carolina Trust plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Carolina Financial shall use commercially reasonable efforts to cause any such successor Carolina Financial Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding First South Carolina Trust Employee Benefit Plan during that plan year prior to the transition effective date. (d) First South Except as disclosed in Section 7.9 of the Carolina Trust Disclosure Memorandum, Carolina Trust shall use commercially reasonable efforts to cause each director of First South’s directors Carolina Trust or Carolina Trust Bank who are will not employees be an employee or director of First South Carolina Financial or First South CresCom Bank immediately following the Effective Time, to execute and deliver a Non-Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form attached hereto as Exhibit BB. (e) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South Carolina Trust shall cause each director of First South’s Carolina Trust or Carolina Trust Bank and each Executive Officers and directors Officer to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form attached hereto as Exhibit C pursuant to which he or she will vote his or her shares of First South Carolina Trust Common Stock in favor of this Agreement and the transactions contemplated hereby. (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (g) First South Carolina Trust shall use its reasonable best efforts to cause the employees designated by Carolina Financial to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as Exhibit E. (h) Consistent with applicable Law, First South shall notify each holder of First South Options having an exercise price per share less than the per share value of the E or a CresCom Merger Consideration of such optionee’s right to enter into a / Cash and Stock Option Cash-Out Retention Bonus Agreement in the form of attached hereto as Exhibit G.F. (ih) Concurrently with or as soon as practicable after the execution and delivery of this Agreement, Xxxxx Jxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxxxxx shall enter into an employment agreements agreement in the forms form attached hereto as Exhibits H and I, respectivelyExhibit G, which shall become effective only upon the effective time of the Merger. (ji) Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial to First SouthCarolina Trust, First South Carolina Trust shall cause the adoption of resolutions (which are acceptable to Carolina Financial) by each applicable First South Carolina Trust Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Carolina Trust Benefit Plan as specified by Carolina Financial in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South Carolina Trust shall be required to take such action only with respect to First South Carolina Trust Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina Financial, by a First South Carolina Trust Entity in accordance with the terms of the plan and applicable Law, (b) First South Carolina Trust shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Carolina Trust Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Carolina Trust Entity in connection with the Merger. Upon such action, participants in such applicable First South Carolina Trust Benefit Plans that are First South Carolina Trust ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all All persons who are employees of the First South Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiariesCresCom Bank; provided, however, that in no event shall any of the employees of the First South Seller Entities be officers of the Surviving Corporation Buyer or the Surviving CresCom Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation Buyer or the Surviving CresCom Bank and in accordance with the Bylaws of the Surviving Corporation Buyer or the Surviving CresCom Bank. All of the Continuing Employees shall be employed at the will of the Surviving CresCom Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina FinancialBuyer’s Employee Benefit Plans with full credit for prior service with First South and any other First South Entity Seller solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina Financial’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina Financial) will be eligible to receive severance benefits under Carolina Financialupon qualifying terminations of employment which are consistent with the terms of Buyer’s standard severance policy for its employees, an accurate and complete description of which has been provided to First South, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any enhanced payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Carolina FinancialBuyer’s standard severance policy. (c) As of the Effective Time, Carolina Financial Buyer shall make available employer-provided benefits under Carolina Financial Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial Buyer or CresCom Bank employees. With respect to Carolina Financial Buyer Employee Benefit Plans providing health coverage, Carolina Financial Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South Seller plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Carolina Financial Buyer shall use commercially reasonable efforts to cause any such successor Carolina Financial Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding First South Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) First South Seller shall use its reasonable best efforts to cause each holder of First South’s directors Seller Warrants who are not employees is an executive officer or director of First South Seller or First South Congaree State Bank to execute and deliver a NonWarrant Termination Agreement dated as of the date hereof in the form of Exhibit C. Seller shall use its reasonable best efforts to cause all other holders of Seller Warrants to execute and deliver a Warrant Termination Agreement in the form of Exhibit C as soon as practicable following the date of this Agreement. (e) Simultaneously herewith, each of the directors and executive officers of Seller or Congaree State Bank that holds Seller Options shall have entered into a Stock Option Cash-Employee Out Agreement dated as of the date hereof in the form of Exhibit B. Seller shall use its reasonable best efforts to cause all other holders of Seller Options to execute and deliver a Stock Option Cash-Out Agreement in the form of Exhibit B as soon as practicable following the date of this Agreement. (f) Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and deliver a Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form attached hereto as of Exhibit BD. (eg) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South Seller shall use its reasonable best efforts to cause each of First SouthSeller’s Executive Officers executive officers and directors to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form attached hereto as of Exhibit C E pursuant to which he or she will vote his or her shares of First South Seller Common Stock in favor of this Agreement and the transactions contemplated hereby. (fh) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (gi) First South Seller shall use its reasonable best efforts to cause the employees designated by Carolina Financial Buyer to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as Exhibit E. (h) Consistent with applicable Law, First South shall notify each holder of First South Options having an exercise price per share less than the per share value of the Merger Consideration of such optionee’s right to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G. (i) Concurrently with or as soon as practicable after the execution and delivery of this Agreement, Xxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxxxxx shall enter into employment agreements in the forms attached hereto as Exhibits H and I, respectively, which shall become effective only upon the effective time of the Merger. (j) Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial to First South, First South shall cause the adoption of resolutions (which are acceptable to Carolina Financial) by each applicable First South Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Benefit Plan as specified by Carolina Financial in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South shall be required to take such action only with respect to First South Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina Financial, by a First South Entity in accordance with the terms of the plan and applicable Law, (b) First South shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Entity in connection with the Merger. Upon such action, participants in such applicable First South Benefit Plans that are First South ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all persons who are employees of the First South Carolina Trust Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Carolina Trust Entities be officers of the Surviving Corporation or the Surviving Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation or the Surviving Bank and in accordance with the Bylaws of the Surviving Corporation or the Surviving Bank. All of the Continuing Employees shall be employed at the will of the Surviving Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina Financial’s Employee Benefit Plans with full credit for prior service with First South Carolina Trust and any other First South Carolina Trust Entity solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina Financial’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina Financial) will be eligible to receive severance benefits under Carolina Financial’s standard severance policy for its employees, an accurate and complete description of which has been provided to First SouthCarolina Trust, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Cash Retention Bonus Agreement or Cash and Stock Retention Bonus Agreement in the form of Exhibit E or Exhibit F, respectively, shall not be eligible to receive severance benefits under Carolina Financial’s standard severance policy. (c) As of the Effective Time, Carolina Financial shall make available employer-provided benefits under Carolina Financial Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial or CresCom Bank employees. With respect to Carolina Financial Employee Benefit Plans providing health coverage, Carolina Financial shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South Carolina Trust plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Carolina Financial shall use commercially reasonable efforts to cause any such successor Carolina Financial Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding First South Carolina Trust Employee Benefit Plan during that plan year prior to the transition effective date. (d) First South Except as disclosed in Section 7.9 of the Carolina Trust Disclosure Memorandum, Carolina Trust shall use commercially reasonable efforts to cause each director of First South’s directors Carolina Trust or Carolina Trust Bank who are will not employees be an employee or director of First South Carolina Financial or First South CresCom Bank immediately following the Effective Time, to execute and deliver a Non-Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form attached hereto as Exhibit BB. (e) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South Carolina Trust shall cause each director of First South’s Carolina Trust or Carolina Trust Bank and each Executive Officers and directors Officer to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form attached hereto as Exhibit C pursuant to which he or she will vote his or her shares of First South Carolina Trust Common Stock in favor of this Agreement and the transactions contemplated hereby. (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (g) First South Carolina Trust shall use its reasonable best efforts to cause the employees designated by Carolina Financial to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as Exhibit E. (h) Consistent with applicable Law, First South shall notify each holder of First South Options having an exercise price per share less than the per share value of the E or a CresCom Merger Consideration of such optionee’s right to enter into a / Cash and Stock Option Cash-Out Retention Bonus Agreement in the form of attached hereto as Exhibit G.F. (ih) Concurrently with or as soon as practicable after the execution and delivery of this Agreement, Xxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxxxxx shall enter into an employment agreements agreement in the forms form attached hereto as Exhibits H and I, respectivelyExhibit G, which shall become effective only upon the effective time of the Merger. (ji) Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial to First SouthCarolina Trust, First South Carolina Trust shall cause the adoption of resolutions (which are acceptable to Carolina Financial) by each applicable First South Carolina Trust Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Carolina Trust Benefit Plan as specified by Carolina Financial in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South Carolina Trust shall be required to take such action only with respect to First South Carolina Trust Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina Financial, by a First South Carolina Trust Entity in accordance with the terms of the plan and applicable Law, (b) First South Carolina Trust shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Carolina Trust Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Carolina Trust Entity in connection with the Merger. Upon such action, participants in such applicable First South Carolina Trust Benefit Plans that are First South Carolina Trust ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all persons who are employees of the First South Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Entities be officers of the Surviving Corporation or the Surviving Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation or the Surviving Bank and in accordance with the Bylaws of the Surviving Corporation or the Surviving Bank. All of the Continuing Employees shall be employed at the will of the Surviving Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina Financial’s Employee Benefit Plans with full credit for prior service with First South and any other First South Entity solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina Financial’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina Financial) will be eligible to receive severance benefits under Carolina Financial’s standard severance policy for its employees, an accurate and complete description of which has been provided to First South, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Carolina Financial’s standard severance policy. (c) As of the Effective Time, Carolina Financial shall make available employer-provided benefits under Carolina Financial Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial or CresCom Bank employees. With respect to Carolina Financial Employee Benefit Plans providing health coverage, Carolina Financial shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Carolina Financial shall use commercially reasonable efforts to cause any such successor Carolina Financial Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding First South Employee Benefit Plan during that plan year prior to the transition effective date. (d) First South shall cause each of First South’s directors who are not employees of First South or First South Bank to execute and deliver a Non-Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form attached hereto as Exhibit B (e) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South shall cause each of First South’s Executive Officers and directors to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form attached hereto as Exhibit C pursuant to which he or she will vote his or her shares of First South Common Stock in favor of this Agreement and the transactions contemplated hereby. (f) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (g) First South shall use its reasonable best efforts to cause the employees designated by Carolina Financial to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as Exhibit E. (h) Consistent with applicable Law, First South shall notify each holder of First South Options having an exercise price per share less than the per share value of the Merger Consideration of such optionee’s right to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G. (i) Concurrently with or as soon as practicable after the execution and delivery of this Agreement, Xxxxx Bxxxx X. Xxxxx and Xxxxxxxxx Cxxxxxxxx X. Xxxxxxxx shall enter into employment agreements in the forms attached hereto as Exhibits H and I, respectively, which shall become effective only upon the effective time of the Merger. (j) Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial to First South, First South shall cause the adoption of resolutions (which are acceptable to Carolina Financial) by each applicable First South Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Benefit Plan as specified by Carolina Financial in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South shall be required to take such action only with respect to First South Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina Financial, by a First South Entity in accordance with the terms of the plan and applicable Law, (b) First South shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Entity in connection with the Merger. Upon such action, participants in such applicable First South Benefit Plans that are First South ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.

Employee Benefits and Contracts. (a) Except as specifically provided in this Agreement, all All persons who are employees of the First South Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, become at-will employees of the Surviving CresCom Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the First South Seller Entities be officers of the Surviving Corporation Buyer or the Surviving CresCom Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of the Surviving Corporation Buyer or the Surviving CresCom Bank and in accordance with the Bylaws of the Surviving Corporation Buyer or the Surviving CresCom Bank. All of the Continuing Employees shall be employed at the will of the Surviving CresCom Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Carolina FinancialBuyer’s Employee Benefit Plans with full credit for prior service with First South Seller and any other First South Seller Entity solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Carolina FinancialBuyer’s standard severance policy. For the avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Carolina FinancialBuyer) will be eligible to receive severance benefits under Carolina FinancialBuyer’s standard severance policy for its employees, an accurate and complete description of which has been provided to First SouthSeller, in addition to outplacement assistance; provided, however, that any Continuing Employees who are eligible to receive severance benefits, change of control benefits or any payments that are enhanced on account of the Merger pursuant to an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Carolina FinancialBuyer’s standard severance policypolicy or outplacement assistance. (c) As of the Effective Time, Carolina Financial Buyer shall make available employer-provided benefits under Carolina Financial Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Carolina Financial Buyer or CresCom Bank employees. With respect to Carolina Financial Buyer Employee Benefit Plans providing health coverage, Carolina Financial Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar First South Seller plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Carolina Financial Buyer shall use commercially reasonable efforts to cause any such successor Carolina Financial Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding First South Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) First South Seller shall use its reasonable best efforts to cause each of First SouthSeller’s directors who are also employees of Seller or Xxxxx State Bank to execute and deliver an Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit B. (e) Seller shall use its reasonable best efforts to cause each of Seller’s directors who are not employees of First South Seller or First South Xxxxx State Bank to execute and deliver a Non-Employee Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form attached hereto as of Exhibit BC. (ef) Except as disclosed in Section 7.9 of the First South Disclosure Memorandum, First South Seller shall use its reasonable best efforts to cause each of First SouthSeller’s Executive Officers executive officers and directors to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form attached hereto as of Exhibit C D pursuant to which he or she will vote his or her shares of First South Seller Common Stock in favor of this Agreement and the transactions contemplated hereby. (fg) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan or other arrangement, an amendment of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (gh) First South Seller shall use its reasonable best efforts to cause the employees designated by Carolina Financial Buyer to execute a CresCom Merger / Cash Retention Bonus Agreement in the form attached hereto as of Exhibit E.F. (hi) Consistent with applicable Law, First South Seller shall notify use its reasonable best efforts to cause each holder of First South Seller Options having an exercise price less than $18.00 per share less than the per share value of the Merger Consideration of such optionee’s right to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G. (i) Concurrently with or as soon as practicable after the execution and delivery of this Agreement, Xxxxx X. Xxxxx and Xxxxxxxxx X. Xxxxxxxx shall enter into employment agreements in the forms attached hereto as Exhibits H and I, respectively, which shall become effective only upon the effective time of the Merger. (j) G. Upon not less than 10 days’ notice prior to the Closing Date from Carolina Financial Buyer to First SouthSeller, First South Seller shall cause the adoption of resolutions (which are acceptable to Carolina FinancialBuyer) by each applicable First South Seller Entity’s Board of Directors terminating, amending or causing other appropriate modification of each First South Seller Benefit Plan as specified by Carolina Financial Buyer in such notice, effective as of the date which immediately precedes the Closing Date or as of the Closing Date (as shall be specified in such notice), provided that (a) First South Seller shall be required to take such action only with respect to First South Seller Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Carolina FinancialBuyer, by a First South Seller Entity in accordance with the terms of the plan and applicable Law, (b) First South Seller shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a First South Seller Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a First South Seller Entity in connection with the MergerMerger and excluded from the calculation of Seller’s shareholders’ equity under Section 8.2(g). Upon such action, participants in such applicable First South Seller Benefit Plans that are First South Seller ERISA Plans shall be 100% vested in their account balances or other applicable plan benefits.