8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)    December 12, 2006    

    Greenville First Bancshares, Inc.    
(Exact Name of Registrant as Specified in Its Charter)

    South Carolina    
(State or other jurisdiction of incorporation)

000-27719	58-2459561
(Commission File Number)	(IRS Employer Identification No.)

  112 Haywood Road, Greenville, S.C.  
(Address of Principal Executive Offices)    29607                              
(Zip Code)                           

    (864) 679-9000    
(Registrant's Telephone Number, Including Area Code)

    (864) 679-9000    
(Former Name or Former Address, if Changed Since Last Report.)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02.   Appointment of Principal Officers.

        On December 12, 2006, Greenville First Bancshares, Inc. (the “Company”), a South Carolina corporation, entered into an employment agreement with F. Justin Strickland as President of the Company and its wholly owned subsidiary, Greenville First Bank, N.A. (the “Bank”).

        Mr. Strickland’s agreement includes a term of employment that runs through January 31, 2009. At the end of January 2008 and on the last day of January each year thereafter, the term will be extended for an additional one year so that the remaining term will continue to be two years; provided that the Company or Mr. Strickland can at any time, by written notice, fix the term to a finite term of two years commencing with the year of the notice.

        Mr. Strickland’s base salary is $175,000 per year, which amount may be increased annually by the board of directors. Mr. Strickland is also entitled to participate in the Company’s retirement, health, welfare, profit sharing, bonus and other benefit programs provided to Company executives and to the use of a Company owned car or a car allowance not to exceed $750 per month.

        Pursuant to the terms of the employment agreement, Mr. Strickland is prohibited from disclosing the Company’s trade secrets or confidential information. During employment and for a period of 12 months thereafter, Mr. Strickland may not, subject to limited exceptions, (a) compete with us by forming, serving as an organizer, director, or officer of, or acquiring or maintaining an ownership interest in, a depository financial institution or holding company of a depository financial institution, if the depository institution or holding company has one or more offices or branches within 30 miles of any of our branches or offices in existence at the time that his employment terminates, (b) solicit our customers for a competing business, or (c) solicit our employees for a competing business.

        Mr. Strickland’s employment may be terminated upon death, upon disability lasting for a period of one hundred and eighty days, for cause by the Company, for good reason by Mr. Strickland within a 90-day period beginning on the 30th day following a change in control or within a 90-day period beginning on the one year anniversary of the change in control, or by Mr. Strickland upon thirty days written notice. “Cause,” “good reason” and “change of control” are defined in the employment agreement. If the Company terminates his employment without cause, Mr. Strickland will be entitled to severance equal to 12 months of his then base salary, plus any bonus earned or accrued through the date of termination. In addition, following a change in control (or in connection with or in anticipation of a change of control that actually occurs), if Mr. Strickland terminates his employment for good reason within a 90-day period beginning on the 30th day following a change in control or within a 90-day period beginning on the one year anniversary of the change in control, he will be entitled to (a) severance equal to 12 months of his then base salary, plus any bonus earned or accrued through the date of termination; (b) until he reaches age 65, the life insurance, disability, medical, dental, and hospitalization benefits provided to Mr. Strickland during a specified period prior to the change of control or at any time thereafter or provided to other similarly situated executives who continue in the employ of Employer (subject to reduction in the event that Mr. Strickland obtains any such benefits pursuant to a subsequent employer’s benefit plans); (c) full vesting and lapse of restrictions on outstanding incentive awards (including restricted stock), stock options and stock appreciation rights and performance units (any Employee election, exercise or payout rights related thereto must be

2

exercised or paid, as applicable, contemporaneously with the change of control); and (d) waiver of the non-solicitation and non-compete provisions of the employment agreement. While the parties intend that the severance payments and other compensation provided for in the employment agreement are reasonable compensation for Mr. Strickland’s services to the Company and shall not constitute “excess parachute payments” within the meaning of the Internal Revenue Code (the “Code”), in the event that independent accountants acting as auditors for the Company on the date of a change of control determine that the payments provided for in the employment agreement constitute “excess parachute payments” subject to the excise tax imposed under Section 4999 of the Code, then the compensation payable under the employment agreement will be increased, on a tax gross-up basis, so as to reimburse Mr. Strickland for the tax payable by him, pursuant to Section 4999 of the Code, on such “excess parachute payments,” taking into account all taxes payable by Mr. Strickland with respect to such tax gross-up payments, so that he will be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 of the Code had been imposed upon him.

        A foregoing is a summary of selected terms of the employment agreement with Mr. Strickland and is qualified in its entirety by reference to the provisions of the agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

         (c)     Exhibits

The following exhibit is filed as part of this report:

        Exhibit No.         Exhibit

        Exhibit 10.1        Employment Agreement between Greenville First Bancshares, Inc. and F. Justin Strickland dated
                                    December 12, 2006.

3

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREENVILLE FIRST BANCSHARES, INC.

By:     /s/ James M. Austin, III                                 
Name:    James M. Austin, III
Title:      Chief Financial Officer

Dated:  December 14, 2006

4

Exhibit Index:

Exhibit 10.1        Employment Agreement between Greenville First Bancshares, Inc. and F. Justin Strickland dated
                              December 12, 2006.

5

EX-10

Exhibit 10.1

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this “Agreement”), made as of the 2nd day of November, 2006, to be effective November 2nd, 2006 (the “Effective Date”) by and between Greenville First Bank, N.A. and Greenville First Bancshares, Inc. (hereinafter collectively called “Employer” or the “Company”), having its principal office at 112 Haywood Road, Greenville, South Carolina 29607, and F. Justin Strickland (hereinafter called “Employee”), whose residence address is 623 Brandon Ct./Lexington/South Carolina/29072.

        In consideration of the mutual covenants and promises herein made, the parties hereto agree as follows:

        1.     Employment. Employer shall employ Employee, and Employee shall serve Employer, as President and in such capacity shall perform such duties as are consistent with that position, and as Employer from time to time may direct. Employee shall have such authority and responsibilities consistent with his position as are set forth in the Company’s Bylaws or assigned by the Company’s Board of Directors (the “Board”) or Chief Executive Officer from time to time. Employee shall devote his full business time, attention, skill and efforts to the performance of his duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with Employer’s policy. Such duties shall be performed at Employer’s principal corporate offices or subsidiary office as agreed upon by Employer and Employee. Employer reserves the right from time to time to extend, curtail or change the title and duties of Employee. Employee may devote reasonable periods to service as a director or advisor to other organizations, to charitable and community activities, and to managing his personal investments; provided that such activities do not materially interfere with the performance of his duties hereunder and are not in conflict or competitive with, or adverse to, the interests of the Company.

        2.     Term. Unless earlier terminated as provided in section 13 below, Employee’s employment under this Agreement shall commence on the Effective Date and be for a term ending January 31, 2009 (the “Term”). At the end of January 2008 and on the last day of January each year thereafter, the Term shall be extended for an additional one (1) year so that the remaining term shall continue to be two (2) years; provided that Employer or Employee may at any time, by written notice, fix the Term to a finite term of two (2) years commencing with the year of the notice.

        3.     Base Salary. For all services rendered by Employee under this Agreement, Employer shall pay Employee a base salary of $175,000.00 per year, which may be increased from the previous base annual salary beginning February 1 of each year (the “Base Salary”). The Base Salary shall be reviewed annually by the Board, and may be increased by the Board, or a duly appointed committee thereof, in its sole discretion. The Base Salary shall be payable in accordance with the salary practices of Employer.

        4.     Benefits.

                 (a)    Employee shall be entitled, to the extent that Employee’s position, title, tenure, salary, age, health and other qualifications make him eligible, to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical, and other employee benefit plans or programs of Employer currently in existence on the date hereof or later established that generally are

provided to executive employees of the Company. Employee’s participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto.

                 (b)    At the Company’s election, the Company shall provide Employee with either an automobile owned or leased by the Company of a make and model appropriate to Employee’s status, or a $750 monthly automobile allowance. If the Company provides Employee with an automobile, the Company shall provide for reasonable expenses associated with the automobile, including, but not limited to insurance, taxes, mileage, maintenance, etc.

        5.     Working Facilities. Employee shall be furnished with an office and such other facilities and services as may be necessary or suitable to his position and adequate for the performance of his duties.

        6.     Expenses. Employee is authorized to incur reasonable expenses for promoting the business of Employer, including expenses for entertainment, travel and similar items, but only to the extent that such expenses are allowable deductions to Employer on its Federal income tax return. Expenses for which there is a fifty percent (50%) tax deduction limitation for entertainment, travel and similar items shall be considered reimbursable expenses. Employer shall promptly reimburse Employee for all such expenses upon the presentation by Employee, from time to time, of an itemized account of such expenditures. Employee shall repay to Employer the amounts of any expenses claimed which, for lack of proper documentation or otherwise, are not allowed to Employer as deductions for Federal income tax purposes.

        7.     Vacations. Employee shall be entitled each fiscal year to twenty (20) paid days off, which shall be granted on a noncumulative basis from year-to-year, as granted by Employer to employees of similar tenure and compensation rank, pursuant to Employer’s paid days off policy. Employer reserves the right to modify this and any other personnel policy from time to time.

        8.     Ownership of Work Product.

                 (a)    Employee shall diligently disclose to Employer as soon as it is created or conceived by Employee, and Employer shall own, all Work Product (as defined below). To the extent permitted by law, all Work Product shall be considered work made for hire by Employee and owned by Employer.

                 (b)    If any of the Work Product may not, by operation of law, be considered work made for hire by Employee for Employer (or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in Employer), Employee agrees to assign, and upon creation thereof automatically assigns, without further consideration, the ownership of all Work Product to Employer, its successors and assigns.

                 (c)    Employer, its successors and assigns, shall have the right to obtain and hold in its or their own name copyrights, registrations, and any other protection available in the foregoing.

                 (d)    Employee agrees to perform upon the reasonable request of Employer, during or after Employee’s employment, such further acts as may be necessary or desirable to transfer, perfect and defend Employer’s ownership of the Work Product. When requested, Employee will:

                         (i)     Execute, acknowledge and deliver any requested affidavits and documents of assignment and conveyance;

2

     (ii)     Obtain and aid in the enforcement of copyrights (and, if applicable, patents) with respect to the Work Product in any countries;

     (iii)    Provide testimony in connection with any proceeding affecting the right, title or interest of Employer in any Work Product; and

     (iv)    Perform any other acts deemed necessary or desirable to carry out the purposes of this Agreement.

                 (e)    Employer shall reimburse all reasonable out-of-pocket expenses incurred by Employee at Employer’s request in connection with subsection 8(d).

                 (f)     For purposes hereof, “Work Product” shall mean all intellectual property rights, including all Trade Secrets (as defined below), U.S. and international copyrights, patentable inventions, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology or other work product that relates to the business and interests of Employer and that Employee conceives, develops, or delivers to Employer at any time during the term of Employee’s employment. “Work Product” shall also include all intellectual property rights in any programming, documentation, technology or other work product that is now contained in any of the products or systems (including development and support systems) of Employer to the extent Employee conceived, developed or delivered such Work Product to Employer prior to the date of this Agreement while Employee was engaged as an independent contractor or employee of Employer. Employee hereby irrevocably relinquishes for the benefit of Employer and its assigns any moral rights in the Work Product recognized by applicable law.

        9.     Protection of Trade Secrets and Confidential Information.

                 (a)    Through exercise of his rights and performance of his obligations under this Agreement, Employee will be exposed to “Trade Secrets” and “Confidential Information” (as those terms are defined below). “Trade Secrets” shall mean information or data of or about Employer or any Affiliates (as defined in subsection 26(a)), including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers, clients, distributors, or licensees, that: (i) derive 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 their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with the definition of “trade secret” mandated under applicable law, the latter definition shall govern for purposes of interpreting Employee’s obligations under this Agreement. Except as required to perform his obligations under this Agreement, or except with Employer’s prior written permission, Employee shall not use, redistribute, market, publish, disclose or divulge to any other person or entity any Trade Secrets of Employer. Employee’s obligations under this provision shall remain in force (during and after the Term) for so long as such information or data shall continue to constitute a Trade Secret under applicable law. Employee agrees to cooperate with any and all confidentiality requirements of Employer, and Employee shall immediately notify Employer of any unauthorized disclosure or use of any Trade Secrets of which Employee becomes aware.

                 (b)    Employee agrees to maintain in strict confidence and, except as necessary to perform his duties for Employer, not to use or disclose any Confidential Information at any time, either

3

during the term of his employment or for a period of one year after Employee’s last date of employment, so long as the pertinent data or information remains Confidential Information. “Confidential Information” shall mean any non-public information of a competitively sensitive or personal nature, other than Trade Secrets, acquired by Employee during his employment, relating to Employer or Employer’s business, operations, customers, suppliers, products, employees, financial affairs or industrial practices. Notwithstanding anything herein to the contrary, no obligation or liability shall accrue hereunder with respect to any information that is or becomes publicly available without the fault of Employee.

                 (c)    Employee will abide by Employer’s policies and regulations, as established from time to time, for the protection of its Confidential Information. Employee acknowledges that all records, files, data, documents, and the like relating to suppliers, customers, costs, prices, systems, methods, personnel, technology and other materials relating to Employer or its Affiliated entities shall be and remain the sole property of Employer and/or such Affiliated entity. Employee agrees, upon the request of Employer, and in any event upon termination of his employment, to turn over all copies of all media, records, documentation, etc., pertaining to Employer (together with a written statement certifying as to his compliance with the foregoing).

        10.    Non-Solicitation of Customers. During the term of his employment with Employer, and for a period of one (1) year thereafter, Employee shall not directly or indirectly solicit any individual or entity which was a customer or client of Employer for the purpose of providing a service or product to such customer or client which is the same type of service or product offered or provided by Employer; provided, however, that this restriction shall apply only to those customers or clients with whom Employee had contact in connection with services or products provided by Employer within two (2) years prior to the date of termination of such employment.

        11.    Non-Solicitation of Employees. During the term of his employment with Employer, and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, induce or solicit for employment any employee of Employer for the purpose of providing services that are the same or similar to the types of services offered or engaged in by any employee of Employer at the time of termination of Employee’s employment with Employer.

        12.    Non-Competition Agreement. During Employee’s employment with Employer and for a period of one (1) year thereafter, Employee shall not (without the prior written consent of Employer) compete with Employer or any of its subsidiaries, directly or indirectly, engage in forming, serving as an organizer, director, officer of, employee or agent, or consultant to, or acquiring or maintaining more than a 1% passive investment in, a depository financial institution or holding company thereof if such depository institution or holding company has one or more offices or branches located within thirty (30) miles of any office or branch of Employer in existence at the time Employee’s employment with Employer is terminated (the “Territory”). Notwithstanding the foregoing, Employee may serve as an officer of or consultant to a depository institution or holding company thereof even though such institution operates one or more offices or branches in the Territory, if Employee’s employment does not directly involve, in whole or in part, the depository financial institution’s or holding company’s operations in the Territory.

4

        13.    Termination.

                 (a)     Employee’s employment under this Agreement may be terminated prior to the end of the Term only as follows:

        (i)     upon the death of Employee;

        (ii)     upon the disability of Employee for a period of one hundred and eighty (180) days which, in the opinion of the Board, renders him unable to perform the essential functions of his job and for which reasonable accommodation is unavailable. For purposes of this Agreement, a “disability” is defined as a physical or mental impairment that substantially limits one or more major life activities, and a “reasonable accommodation” is one that does not impose an undue hardship on Employer;

        (iii)    by Employer for Cause (as defined in subsection 26(b)) upon delivery of a Notice of Termination (as defined in subsection 26(e)) to Employee;

        (iv)    by Employee for Good Reason (as defined in subsection 26(d) upon delivery of a Notice of Termination to the Employer within a ninety (90) day period beginning on the thirtieth (30^th) day after the occurrence of a Change of Control (as defined in subsection 26(c)) or within a ninety (90) day period beginning on the one (1) year anniversary of the occurrence of a Change of Control; or

        (v)     by Employee effective upon the thirtieth (30^th) day after delivery of a written notice to Employer of resignation.

                 (b)     If Employee’s employment is terminated because of Employee’s death, Employee’s estate shall receive thirty (30) days following the month of death:

        (i)     any sums due him as Base Salary and/or reimbursement of expenses through the end of the month during which death occurred; and

        (ii)     any bonus earned or accrued through the date of death. Regardless of death, all prior calendar year earned bonuses must be paid within two (2) months after the end of the calendar year in which they arise.

                 (c)     During the period of any disability leading up to the termination of Employee’s employment as a result of the disability, Employer shall:

        (i)     continue to pay at the normal payroll period Employee his full Base Salary at the rate then in effect and all perquisites and other benefits (other than any bonus) until Employee becomes eligible for benefits under any long-term disability plan or insurance program maintained by Employer; provided that the amount of any such payments to Employee shall be reduced by the sum of the amounts, if any, payable to Employee for the same period under any disability benefit or pension plan of Employer or any of its subsidiaries; and

        (ii)        pay Employee thirty (30) days after the termination of Employee’s employment as a result of the disability, any current year bonus earned or accrued

5

through the date of the initial disability which triggered the period of disability. Regardless of disability, all prior calendar year earned bonuses must be paid within two (2) months after the end of the calendar year in which they arise.

                 (d)     If Employee’s employment is terminated for: (i) Cause; or (ii) if Employee resigns not pursuant to clause (iv) of section 13(a); Employee shall receive thirty (30) days after termination of employment any sums due him as Base Salary and/or reimbursement of expenses through the date of such termination.

                 (e)     If Employee’s employment is terminated by Employee pursuant to clause (iv) of section 13(a), in addition to other rights and remedies available in law or equity, Employee shall be entitled to the following:

        (i)     Employer shall pay Employee severance compensation in an amount equal to 100% of his then current monthly Base Salary each month, on the 20^th day of such month, for twelve (12) months from his date of termination, plus any bonus earned or accrued through the date of termination. Regardless of a Change in Control, all prior calendar year earned bonuses must be paid within two (2) months after the end of the calendar year in which they arise;

        (ii)     for the period from the date of termination through the date that Employee attains the age of sixty-five (65) (the “Continuation Period”), Employer shall at its expense continue on behalf of Employee, Employee’s spouse and his dependents (as defined in Internal Revenue Code of 1986, as amended , (“I.R.C.”)) and beneficiaries the life insurance, disability, medical, dental, and hospitalization benefits provided (x) to Employee at any time during the ninety (90) day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of Employer during the Continuation Period. Such coverage and benefits (including deductibles and costs) shall be no less favorable to Employee and his dependents and beneficiaries than the most favorable of such coverages and benefits during any of the periods referred to above. Employer’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case Employer may reduce the coverage of any benefits it is required to provide Employee hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to Employee than the coverages and benefits required to be provided hereunder. This subsection (ii) shall not be interpreted so as to limit any benefits to which Employee or his dependents or beneficiaries may be entitled under any of Employer’s employee benefit plans, programs, or practices following Employee’s termination of employment, including, without limitation, retiree medical and life insurance benefits;

        (iii)    the restrictions on any outstanding incentive awards (including restricted stock) granted to Employee under the Company’s, or the holding company thereof, long-term equity incentive program or any other incentive plan or arrangement shall lapse and become 100% vested and any Employee election rights thereto must be exercised contemporaneously with the Change in Control;

6

        (iv)    all stock options and stock appreciation rights granted to Employee shall become immediately exercisable and shall become 100% vested and must be exercised , if exercised, contemporaneously with the Change in Control;

        (v)     all performance units granted to Employee shall become 100% vested and any compensation associated with such units must be paid contemporaneously with the Change in Control; and

        (vi)    the restrictive covenants contained in sections 10, 11 and 12 shall not apply to Employee.

                 (f)     If Employer terminates Employee’s employment other than pursuant to clauses (i), (ii), (iii) or (v) of section 13(a), Employer shall pay to Employee severance compensation in an amount equal to 100% of his then current monthly Base Salary each month, on the 20^th day of such month, for twelve (12) months from the date of termination, plus any bonus earned or accrued through the date of termination. Regardless of a reason for termination of employment, all prior calendar year earned bonuses must be paid within two (2) months after the end of the calendar year in which they arise.

                 (g)     With the exceptions of the provisions of this section 13, and the express terms of any benefit plan under which Employee is a participant, it is agreed that, upon termination of Employee’s employment, Employer shall have no obligation to Employee for, and Employee waives and relinquishes, any further compensation or benefits (exclusive of COBRA benefits). At the time of termination of employment, Employer and Employee shall enter into a mutually satisfactory form of release acknowledging such remaining obligations and discharging both parties, as well as Employer’s officers, directors and employees with respect to their actions for or on behalf of Employer, from any other claims or obligations arising out of or in connection with Employee’s employment by Employer, including the circumstances of such termination.

                 (h)     The parties intend that the severance payments and other compensation provided for herein are reasonable compensation for Employee’s services to Employer and shall not constitute “excess parachute payments” within the meaning of Section 280G of the I.R.C. and any regulations thereunder. In the event that Employer’s independent accountants acting as auditors for Employer on the date of a Change in Control determine that the payments provided for herein constitute “excess parachute payments,” then the compensation payable hereunder shall be increased, on a tax gross-up basis, so as to reimburse Employee for the tax payable by Employee, pursuant to Section 4999 of the I.R.C., on such “excess parachute payments,” taking into account all taxes payable by Employee with respect to such tax gross-up payments hereunder, so that Employee shall be, after payment of all taxes, in the same financial position as if no taxes under Section 4999 of I.R.C. had been imposed upon him.

        14.    Oral Modification Not Binding. This Agreement supersedes all prior agreements and understandings between the parties and may not be changed or terminated orally, and no change or attempted waiver of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced; provided, however, that Employee’s compensation may be increased at any time by Employer without in any way affecting any of the other terms and conditions of this Agreement, which in all other respects shall remain in full force and effect.

        15.    Governing Law. This Agreement has been entered into in the State of South Carolina and shall be governed by the laws of such State.

7

        16.    Remedies for Breach. Employee recognizes and agrees that a breach by Employee of any covenant contained in this Agreement would cause immeasurable and irreparable harm to Employer. In the event of a breach or threatened breach of any covenant contained herein, Employer shall be entitled to temporary and permanent injunctive relief, restraining Employee from violating or threatening to violate any covenant contained herein, as well as all costs and fees incurred by Employer, including attorneys’ fees, as a result of Employee’s breach or threatened breach of the covenant. Employer and Employee agree that the relief described herein is in addition to such other and further relief as may be available to Employer at equity or by law. Nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it for such breach of threatened breach, including the recovery of damages from Employee.

        17.    Consideration. Employee acknowledges and agrees that valid consideration has been given to Employee by Employer in return for the promises of Employee set forth herein.

        18.    Covenants are Independent. The covenants on the part of Employee contained herein shall each be construed as agreements independent of each other and of any other provisions in this Agreement and the unenforceability of one shall not effect the remaining covenants.

        19.    Severability and Substitution of Valid Provisions. To the extent that any provision or language of this Agreement is deemed unenforceable, by virtue of the scope of the business activity prohibited or the length of time the activity is prohibited, Employer and Employee agree that this Agreement shall be enforced to the fullest extent permissible under the laws and public policies of the State of South Carolina.

        20.    Extension of Periods. Each of the time periods described in this Agreement shall be automatically extended by any length of time during which Employee is in breach of the corresponding covenant contained herein. The provisions of this Agreement shall continue in full force and effect throughout the duration of the extended periods.

        21.    Reasonable Restraint. It is agreed by the parties that the foregoing covenants in this Agreement are necessary for the legitimate business interests of Employer and impose a reasonable restraint on Employee in light of the activities and business of Employer on the date of the execution of this Agreement.

        22.    Withholding of Taxes. Employer may withhold from any amounts payable to Employee under this Agreement all federal, state, city or other taxes and withholdings as shall be required pursuant to any applicable law, rule or regulation.

        23.    Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if given in writing and sent by registered or certified mail to his residence in the case of Employee or to its principal office in the case of Employer.

        24.    Assignment. The rights and obligations of the parties to this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Employer. This Agreement shall not be terminated by any merger or consolidation whether or not Employer is the consolidated or surviving corporation or by transfer of all or substantially all of the assets of Employer to another corporation if there is a surviving or resulting corporation in such transfer.

8

        25.    Severability. It is not the intent of any party hereto to violate any public policy of any jurisdiction in which this Agreement may be enforced. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise unlawful, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected. In addition, the applicable provision shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal.

        26.    Certain Definitions.

                 (a)     “Affiliate” shall mean any business entity controlled by the Company, controlling or under common control with the Company.

                 (b)    “Cause” shall consist of any of:

        (i)     the commission by Employee of a willful act (including, without limitation, a dishonest or fraudulent act) or a grossly negligent act, or the willful or grossly negligent omission to act by Employee, which is intended to cause, causes or is reasonably likely to cause material harm to Employer (including harm to its business reputation);

        (ii)     the indictment of Employee for the commission or perpetration by Employee of any felony or any crime involving dishonesty, moral turpitude or fraud;

        (iii)    the material breach by Employee of this Agreement that, if susceptible of cure, remains uncured thirty (30) days following written notice to Employee of such breach;

        (iv)    the receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over Employer intends to institute any form of formal or informal (e.g., a memorandum of understanding which relates to Employee’s performance) regulatory action against Employee or Employer (provided that the Board determines in good faith, with Employee abstaining from participating in the consideration of and vote on the matter, that the subject matter of such action involves acts or omissions by or under the supervision of Employee or that termination of Employee would materially advance Employer’s compliance with the purpose of the action or would materially assist Employer in avoiding or reducing the restrictions or adverse effects to Employer related to the regulatory action);

         (v)     the exhibition by Employee of a standard of behavior within the scope of his employment that is materially disruptive to the orderly conduct of Employer’s business operations (including, without limitation, substance abuse or sexual misconduct) to a level which, in the Board’s good faith and reasonable judgment, with Employee abstaining from participating in the consideration of and vote on the matter, is materially detrimental to Employer’s best interest, that, if susceptible of cure remains uncured ten (10) days following written notice to Employee of such specific inappropriate behavior; or

        (vi)    the failure of Employee to devote his full business time and attention to his employment as provided under this Agreement that, if susceptible of cure, remains uncured thirty (30) days following written notice to Employee of such failure.

9

                 (c)     “Change in Control” shall consist of any one (1) of the following events, provided the event constitutes a change in control within the meaning of Section 409A of the I.R.C. and the regulations thereto, and provided the occurrence of the event is objectively determinable and does not require the exercise of judgment or discretion on the part of the Board or any other person:

    (i)        the individuals who, as of the date of this Agreement, are members of the Board (the “Incumbent Board”) cease for any reason during any twelve (12) — month period to constitute more than fifty percent (50%) of the Board; provided, however, that if the election, or nomination for election by the Company’s shareholders, of any new director was approved in advance by a vote of more than fifty percent (50%) of then existing Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board;

    (ii)        acquisitions during a twelve (12) — month period ending on the date of the most recent acquisition by such Person (as defined in subsection 26(e)) of any voting securities of the Company (the “Voting Securities”) by any Person immediately after which such Person has ownership of thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding Voting Securities of the Company; or

    (iii)        acquisitions of the assets of the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisitions by any Person during a twelve (12) — month period ending on the date of the most recent acquisition.

                 (d)     “Good Reason” shall mean the occurrence after a Change of Control of any of the events or conditions described in subsections (i) through (vii) hereof:

        (i)     a change in the Employee’s status, title, position or responsibilities (including reporting responsibilities) which, in the Employee’s reasonable judgment, represents an adverse change from his status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; the assignment to the Employee of any duties or responsibilities which, in the Employee’s reasonable judgment, are inconsistent with his status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; any removal of the Employee from or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for Disability or Cause, as a result of his death, or by the Employee other than for Good Reason, or any other change in condition or circumstances that in the Employee’s reasonable judgment makes it materially more difficult for the Employee to carry out the duties and responsibilities of his office than existed at any time within ninety (90) days preceding the date of Change in Control or at any time thereafter;

        (ii)     a reduction in the Employee’s base salary or any failure to pay the Employee any compensation or benefits to which he is entitled within five (5) days of the date due;

10

        (iii)    the Employer’s requiring the Employee to be based at any place outside a 30-mile radius from the executive offices occupied by the Employee immediately prior to the Change in Control, except for reasonably required travel on the Employer’s business which is not materially greater than such travel requirements prior to the Change in Control;

        (iv)    the failure by the Employer to (A) continue in effect (without reduction in benefit level and-or reward opportunities) any material compensation or employee benefit plan in which the Employee was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to the Employee, or (B) provide the Employee with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each other employee benefit plan, program and practice in which the Employee was participating at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter;

        (v)     the insolvency or the filing (by any party, including the Employer) of a petition for bankruptcy of the Employer, which petition is not dismissed within sixty (60) days;

        (vi)    any material breach by the Employer of any material provision of this Agreement;

        (vii)   any purported termination of the Employee’s employment for Cause by the Employer which does not comply with the terms of this Agreement; or

         Any event or condition described in clause (i) through (viii) above which occurs prior to a Change in Control but which the Employee reasonably demonstrates (A) was at the request of a third party, or (B) otherwise arose in connection with, or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Agreement, notwithstanding that it occurred prior to the Change in Control. The Employee’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness.

                 (e)     “Notice of Termination” shall mean a written notice of termination from one party to the other which specifies an effective date of termination, indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated.

                 (f)     “Person” shall mean any individual, corporation, partnership, limited liability company, trust, joint venture or any and all other types of business entities, but specifically excludes an Affiliate of the Company.

        27.    Entire Agreement. This Agreement supersedes any other agreements, oral or written, between the parties with respect to the subject matter hereof, and contains all of the agreements and understandings between the parties with respect to the employment of Employee by Employer. Any waiver or modification of any term of this Agreement shall be effective only if it is set forth in writing signed by all parties hereto.

11

        28.    Gender Neutrality. The terms “he,” “him,” “his,” and “himself,” where used in this Agreement, shall refer to both the masculine and feminine genders, as may be appropriate.

        29.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

12

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written on this 12th day of December, 2006.

	EMPLOYER:
	GREENVILLE FIRST BANK, N.A.
[CORPORATE SEAL]	By: /s/ R. Arthur Seaver
	Name: R. Arthur Seaver
Attest:	Title: Chief Executive Officer
Secretary
	GREENVILLE FIRST BANCSHARES, INC.
[CORPORATE SEAL]	By: /s/ R. Arthur Seaver
	Name: R. Arthur Seaver
Attest:	Title: Chief Executive Officer
____________________ Secretary
	EMPLOYEE:
	/s/ F. Justin Strickland
	F. Justin Strickland

13