Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) effective as of January 23, 2020 (the “Effective Date”), is made by and between Southern First Bank (the “Bank”) and Southern First Bancshares, Inc. (together with the Bank, the “Company”), and F. Justin Strickland, an individual resident of South Carolina.

WHEREAS, Mr. Strickland has served as President of the Company for the past 13 years;

WHEREAS, on January 21, 2020, Mr. Strickland resigned as the President of the Company;

WHEREAS, in connection with this Agreement, the Company and Mr. Strickland are entering into that certain General Waiver and Release Agreement;

WHEREAS, Mr. Strickland has significant and valuable institutional knowledge of the Company and the Company’s customers and employees and his continued assistance and support will be helpful to the Company, and therefore, as of the Effective Date, the Company desires to retain Mr. Strickland to provide consulting services to it pursuant to the terms and conditions set forth herein; and

WHEREAS, Mr. Strickland desires to accept such engagement on the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

1. Engagement; Consultant Relationship; Duties. Effective as of the Effective Date, the Company hereby engages Mr. Strickland to provide, and he hereby agrees to render, at the request of the Company, those consulting services to the Company as set forth on Appendix A hereto and subject to the terms, conditions, work schedules, and performance objectives described therein.

2. Term and Termination. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until the earliest of: (i) the close of business on the last business day immediately preceding the 120th day following the Effective Date; (ii) Mr. Strickland’s death; (iii) upon the Disability (as defined below) of Mr. Strickland for a period of 90 consecutive days; (iv) Mr. Strickland’s termination of this Agreement by providing two weeks’ prior written notice; or (v) the Company’s termination of this Agreement at any time upon Mr. Strickland’s material breach of this Agreement by failing to adequately provide the services set forth on Appendix A, which failure has not been cured within 30 days of notice from the Company and provided that the Mr. Strickland has not previously given the Company notice that he has terminated this Agreement pursuant to this Section 2. Notwithstanding anything in this Agreement to the contrary, the Company’s obligations to make payments to Mr. Strickland hereunder shall also terminate effective immediately upon Mr. Strickland’s indictment for a crime involving dishonesty, moral turpitude or fraud or any felony, or the Company’s receipt of formal written notice that any regulatory agency having jurisdiction over the Company or the Company intends to institute any form of formal regulatory action against Mr. Strickland. Certain rights and obligations of the parties shall continue following the termination of this Agreement as stated in Section 19 hereof.

3. Compensation. During the Term of this Agreement, as compensation for all services rendered by Mr. Strickland under this Agreement, the Company shall pay him the sum of $30,000 per month, or for the first and last months of the Term, a pro rata portion for any partial month. Payments will be made approximately every two weeks in arrears at the same time as the Company processes its periodic payroll disbursements. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts. Mr. Strickland acknowledges and agrees that he shall be solely responsible for making all such filings and payments and shall indemnify and hold harmless the Company for any liability, claim, expense, or other cost incurred by the Company arising out of or related to his obligations pursuant to this Section.

4. Expenses. During the Term of this Agreement, Mr. Strickland shall be reimbursed by the Company for all reasonable business expenses incurred in connection with the performance of his duties hereunder, and all such reimbursements shall be paid in accordance with the reimbursement policies of the Company in effect from time to time.

5. Independent Contractor. Mr. Strickland is an independent contractor providing services to the Company. The Company will report all payments to be made hereunder on IRS Forms 1099 as payments to Mr. Strickland for independent contracting services.

6. Ownership of Work Product. The Company shall own all Work Product arising during the period Mr. Strickland is providing services to the Company. For purposes hereof, “Work Product” shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, and other intellectual property rights in any programming, documentation, technology or other work product that relates to the Company or any Affiliates (as defined below), their business, or customers and that Mr. Strickland conceives, develops, or delivers to the Company at any time during the period he is providing services to the Company, during or outside normal working hours, in or away from the facilities of the Company, and whether or not requested by the Company.

7. Protection of Trade Secrets. Mr. Strickland agrees to maintain in strict confidence and, except as necessary to perform his duties for the Company, he agrees not to use or disclose any Trade Secrets of the Company or any Affiliates during or after the period he is providing services to the Company. “Trade Secret” means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data, or customer list, that (i) derives 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 its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

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8. Protection of Other Confidential Business Information. In addition, Mr. Strickland agrees to maintain in strict confidence and, except as necessary to perform his duties for the Company, not to use or disclose any Confidential Business Information of the Company during Mr. Strickland’s engagement pursuant to this Agreement and for a period of 24 months thereafter. “Confidential Business Information” shall mean any internal, non-public information (other than Trade Secrets already addressed above) concerning the Company’s financial position and results of operations (including revenues, assets, net income, etc.); annual and long-range business plans, product or service plans; marketing plans and methods; training, education and administrative manuals; customer and supplier information and purchase histories; and employee lists. The provisions of Sections 7 and 8 shall also apply to protect Trade Secrets and Confidential Business Information of third parties provided to the Company under an obligation of secrecy.

9. Return of Materials. Mr. Strickland shall surrender to the Company, promptly upon its request and in any event upon cessation of his services to the Company, all media, documents, notebooks, computer programs, handbooks, data files, models, samples, price lists, drawings, customer lists, prospect data, or other material of any nature whatsoever (in tangible or electronic form) in his possession or control, including all copies thereof, relating to the Company, its business, or customers. Upon the request of the Company, Mr. Strickland shall certify in writing compliance with the foregoing requirement. Mr. Strickland may retain a copy of this Agreement after the expiration of the Term or any earlier termination of this Agreement.

10. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other; provided however that all notices to the Company shall be directed to the attention of the Chief Executive Officer of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof.

11. Governing Law. This Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent governed by the laws of the United States of America in which case federal laws shall govern. The parties agree that any appropriate state court located in South Carolina or federal court for the District of South Carolina shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.

12. Non-Waiver. Failure of the Company to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered to be a waiver of such provisions or rights, or in any way affect the validity of this Agreement.

13. Saving Clause. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision or clause of this Agreement, or portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provision shall not be thereby affected and shall be given full effect, without regard to the invalid portion. It is the intention of the parties that, if any court construes any provision or clause of this Agreement, or any portion thereof, to be illegal, void, or unenforceable because of the duration of such provision or the area or matter covered thereby, such court shall reduce the duration, area, or matter of such provision, and, in its reduced form, such provision shall then be enforceable and shall be enforced.

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14. Successors; Binding Agreement. The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving entity in any merger or consolidation in which the Company is a party, or any assignee of all or substantially all of the Company’s business and properties. Mr. Strickland’s rights and obligations under this Agreement may not be assigned by him, except that his right to receive accrued but unpaid compensation, unreimbursed expenses, and other rights, if any, provided under this Agreement, which survive termination of this Agreement shall pass after death to the personal representatives of his estate.

15. Compliance with Regulatory Restrictions. Notwithstanding anything to the contrary herein, and in addition to any restrictions stated above, this Agreement shall be modified, or any compensation or other benefits to be paid to Mr. Strickland hereunder shall be limited, to the extent required by any federal or state regulatory agency having authority over the Company or the Company. Mr. Strickland agrees that compliance by the Company or the Company with such modifications or limitations, even to the extent that compensation or other benefits paid to him are limited, shall not be a breach of this Agreement by the Company. The Company and Mr. Strickland agree, however, that if this Agreement is modified or any of the compensation or other benefits to be paid to Mr. Strickland hereunder are prohibited by any federal or state regulatory agency having authority over the Company or the Company, Mr. Strickland shall have the right to terminate this Agreement effective immediately.

16. Compliance with Internal Revenue Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an exclusion from Section 409A of the Code and any related regulations or other pronouncements thereunder and, to the extent not excluded, to meet the requirements of Section 409A of the Code. Any payments made under Section 3 of this Agreement which are paid on or before the last day of the applicable period for the short-term deferral exclusion under Treasury Regulation § 1.409A-1(b)(4) are intended to be excluded under such short-term deferral exclusion. Each payment made under Section 3 shall be treated as a “separate payment”, as defined in Treasury Regulation § 1.409A-2(b)(2), for purposes of Code Section 409A. None of the payments under this Agreement are intended to result in the inclusion in Mr. Strickland’s federal gross income on account of a failure under Section 409A(a)(1) of the Code. The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant, or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in Mr. Strickland’s gross income, or any penalty, pursuant to Section 409A(a)(1) of the Code or any similar state statute or regulation. In addition, the Company shall pay all reimbursements hereunder as soon as administratively practicable, but in no event shall any such reimbursements be paid after the last day of the taxable year following the year in which the expense was incurred.

17. Certain Definitions.

(a) “Affiliate” shall mean any business entity controlled by, controlling or under common control with the Company, including, but not limited to, the Company.

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(b) “Code” shall mean the Internal Revenue Code of 1986.

(c) “Disability” or “Disabled” shall mean as defined by Treasury Regulation § 1.409A-3(i)(4).

18. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.

19. Survival. The obligations of the parties pursuant to Sections 6 through 9 and 11, as applicable, shall survive the termination of this Agreement hereunder for the period designated under each of those respective sections.

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

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have entered into this Agreement effective as of the Effective Date.

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APPENDIX A

In his role as a consultant, Mr. Strickland shall devote appropriate time, efforts, and abilities to the performance of the following activities, the advancement of the interests of the Company, and the achievement of the goals and objectives of the Company, including, without limitation:

In performing these services, Mr. Strickland shall comply with all of the Company’s policies and procedures and report to the Chief Executive Officer of the Company on an every other week basis and at such other times as may be required to address material matters. Upon no less than 72 hours’ notice, Mr. Strickland shall provide written or oral report(s) to the Board of Directors of the Company regarding his activities as may be requested by the Chief Executive Officer from the Company. Throughout the period in which Mr. Strickland provides (or is available to provide) consulting services hereunder, Mr. Strickland will not be required to provide more than 35 hours of service during any consecutive 30-day period, nor at a level of services which exceeds 20% of the average level of services Mr. Strickland provided during the 36-month period prior to his termination of employment. Mr. Strickland’s performance of the above-listed activities shall be assessed by the Board of Directors in accordance with the following performance objectives: response time between information being requested by the Company and provided by Mr. Strickland, utility of the information provided by Mr. Strickland regarding the Company and its market area, effectiveness of Mr. Strickland in assisting Company management with addressing unresolved issues in the Company’s past operations.

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Exhibit 10.2

GENERAL WAIVER AND RELEASE AGREEMENT
PLEASE READ CAREFULLY

This General Waiver and Release Agreement (the “Agreement”) is made effective as of January 23, 2020 (the “Effective Date”) by and between F. Justin Strickland (the “Executive”) and Southern First Bank, a South Carolina state bank, together with Southern First Bancshares, Inc., any and all affiliated or related entities including, parent companies, subsidiaries, or divisions, and the shareholders, members, directors, officers, employees, insurers and agents thereof (collectively referred to herein as the “Company”).

THE PARTIES acknowledge the following:

WHEREAS, Executive was employed by the Company until January 21, 2020 (the “Termination Date”), when his employment was terminated by the Executive pursuant to Section 13(a)(vi) of Executive’s Amended and Restated Employment Agreement dated September 30, 2013, as amended on January 31, 2019 (the “Employment Agreement”);

WHEREAS, in connection with this Agreement, Executive and Company are entering into a consulting agreement (the “Consulting Agreement”);

WHEREAS, Executive acknowledges that the Company would not have entered into the Consulting Agreement but for Executive entering into this Release; and

WHEREAS, Executive desires to enter into this Agreement, and the Company desires to enters into this Agreement.

THEREFORE, in consideration of the mutual agreements and promises set forth within this Agreement, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company agree as follows:

1. Definitions. Unless the context plainly requires otherwise, the term “Executive” includes F. Justin Strickland, his respective agents, investigators, attorneys, spouse, relatives, heirs, executors, administrators, successors, and assigns. The term “Company” includes Southern First Bank, as well as its parent company, Southern First Bancshares, Inc., as well as their past, present, and future officers, directors, administrators, shareholders, owner, members, employees, agents, successors, subsidiaries, parents, assigns, representatives, attorneys, related or affiliated companies, insureds, and insurers.

2. Consulting Agreement. In consideration for Executive’s promises as set forth herein, the Company and Executive shall enter into that certain Consulting Agreement. The Company shall also pay Executive an additional sum in the gross amount of $30,000, less applicable withholdings and deductions, representing Executive’s 2019 annual bonus (the “Bonus Payment”). The Bonus Payment shall be paid in lump sum pursuant to the Company’s established payroll procedures no later than thirty days following the Effective Date, provided Executive has timely executed and not revoked this Agreement. The Bonus Payment may not be accelerated or deferred in any regard.

3. Prior Wages, Salary, and Expenses. Other than the Bonus Payment and the Executive’s rights under his salary continuation agreement referenced in Section 4 below, Executive acknowledges receipt of payment for all wages, salary, benefits, and expenses due to Executive.

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4. Release. Executive hereby releases, acquits, and forever discharges the Company, its parent companies, subsidiaries, divisions, affiliates and controlling persons (if any), their officers, directors, board members, shareholders, members, employees, representatives, attorneys, personal representatives, affiliated or unaffiliated benefit plans, third-party administrators, any and all of their successors and assigns, and all persons acting by, through, under, or in concert with any of them from any and all actions, causes of action, claims, demands, losses, claims for attorneys’ fees, and all other forms of civil damages, occurrences, and liabilities of any kind whatsoever, both known or unknown, arising out of any matter, happening, or thing, from the beginning of time to the date of this Agreement is signed by Executive, specifically including, but not limited to, any and all liability arising from, including amendments to and anti-retaliation provisions deriving from, the following:

This release also includes a release of any claims for wrongful termination, breach of express or implied contract, intentional or negligent infliction of emotional distress, libel slander, as well as any other claims, whether in tort, contract or equity, under federal or state statutory or common law. Notwithstanding this Agreement, Executive shall remain eligible for salary continuation pursuant to Section 2.2 of Executive’s October 10, 2008, Salary Continuation Agreement (the “Salary Continuation Agreement”). Executive’s continuing eligibility for this salary continuation shall be governed solely by the terms of the Salary Continuation Agreement, and nothing contained in this Agreement is intended to alter or effect the terms of the Salary Continuation Agreement or Executive’s rights and responsibilities thereunder.

Without waiving any prospective or retrospective rights under the Fair Labor Standards Act (“FLSA”), Executive admits that he has received from Company all rights and benefits, if any, potentially due to him pursuant to the FLSA. Executive states that he is aware of no facts (including any injuries or illnesses) which might lead to his filing of a workers’ compensation claim against Company. It is the parties’ intent to release all claims which can legally be released but no more than that.

Executive further stipulates, such stipulation being expressly understood by Executive as material to this Agreement, that he has not engaged in, nor is he aware of, any misconduct or wrongdoing on the part of the Company of any kind or any regard. Executive’s stipulation in this regard is material to the Company’s willingness to enter into this Agreement and provide Executive the benefits provided hereunder.

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5. Covenant Not to Sue. Executive represents that he has no claims pending or filed with any local, state or federal agency (including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, and any comparable state or local administrative agency) or court against the Company as of the date this Agreement was signed by Executive. Executive further agrees that he will not file or participate in any lawsuit against the Company arising out of or in connection with the employment relationship previously existing between them or the termination of that relationship other than one based upon the Company’s alleged violation of this Agreement. The foregoing shall be construed as a covenant not to sue. This Agreement may be introduced as evidence at any legal proceeding as a complete defense to any claims existing as of the date of this Agreement ever asserted by Executive against the Company.

6. Discrimination Charges; ADEA Challenges to this Agreement. Nothing in this Agreement shall be interpreted or applied in a manner that affects or limits Executive’s otherwise lawful ability to bring an administrative charge with, to participate in an investigation conducted by, or to participate in a proceeding involving the U.S. Equal Employment Opportunity Commission or other comparable state or local administrative agency. However, Executive specifically agrees that the consideration provided to him in this Agreement represents full and complete satisfaction of any monetary relief or award that could be sought or awarded to Executive in any administrative action (including any proceedings before the U.S. Equal Employment Opportunity Commission or any comparable state or local agency) arising from events related to his employment with the Company or the termination thereof. Additionally, nothing in this Agreement shall be interpreted or applied in a manner that affects or limits Executive’s ability to challenge this Agreement’s compliance with notice and other requirements of the Age Discrimination in Employment Act (“ADEA”).

7. No Prior Assignment. Executive further warrants and covenants, recognizing that the truth of this warranty and covenant is material to the above consideration having passed, that he has not assigned, transferred or conveyed at any time to any individual or entity any alleged rights, claims or causes of action against the Company.

8. Re-Affirmation of Restrictive Covenants. As a material condition of this Agreement, without which the Company would not enter into this Agreement nor provide the benefits to Executive as set forth herein, Executive hereby re-affirms his commitment to honor the restrictive covenants set forth in Sections 8 through 12 of Executive’s Employment Agreement and Section 2.2 of his Salary Continuation Agreement. Executive further represents and warrants that he has fully complied with each of the above-specified provisions at all times, and acknowledges the validity and reasonableness of each of his promises set forth therein.

9. Return of Company Property. Executive stipulates that on or before the Effective Date, (i) he has returned to the Company all of the Company’s property, including, but not limited to, mobile phone, personal digital assistant (PDA), keys, passcards, credit cards, confidential or proprietary lists (including, but not limited to, customer, supplier, licensor, and client lists), rolodexes, tapes, laptop computer, software, computer files, marketing and sales materials, and any other property, record, document, or piece of equipment belonging to the Company, (ii) that he has not retained any copies of the Company’s property, including any copies existing or stored in any electronic form or format, which reflect any Work Product, Trade Secrets or Confidential Information (as such terms are defined in Sections 8 and 9 of the Employment Agreement), and (iii) that he has not disclosed or transferred any such Company property to any third party.

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10. Non-Disparagement. Executive agrees and covenants that he will not in any way (directly or indirectly) do or say anything at any time which disparages or derogates the Company, its business interests or reputation, or any of its individual owners, directors, officers, employees, or agents.

11. Performance. The Company’s obligation to perform under this Agreement is conditioned upon Executive’s agreements and promises to the Company as set forth herein, including Executive’s reaffirmation of and compliance with each of the covenants specified and re-affirmed by Executive in Section 8 above. In the event of an actual or threatened breach by Executive of any such agreement or promise, the Company’s obligations to perform under this Agreement shall automatically terminate and the Company shall have no further such obligations to Executive. Further, Executive acknowledges and agrees that for purposes of determining whether the Company is entitled to the relief set forth in this Section 11, the controlling issue shall be Executive’s breach or threatened breach of the subject provision, with the enforceability of said provision via injunctive relief treated as a separate issue. Executive further acknowledges and agrees that any argument by Executive that any restrictive covenants re-affirmed in Section 8 of this Agreement is invalid or unenforceable due to the scope or duration of said restriction shall itself constitute a breach of this Agreement excusing the Company from performance as set forth hereinabove.

12. No Admission of Liability. Nothing in this Agreement (or the Agreement itself) shall operate or be interpreted as an admission of liability as to any of the claims, charges, actions and lawsuits released hereby. The Company, and each of its individual directors, officers, employees, agents and insurers, and their successors, individually and collectively, expressly deny any such liability.

13. Final and Binding/Entire Agreement. This Agreement, the Consulting Agreement, and the Salary Continuation Agreement set forth the entire agreement between the parties. This Agreement intended to be final and binding upon the parties. Except as set forth herein, it fully supersedes any and all prior agreements or understandings on the subjects addressed herein, including the Employment Agreement, and may only be amended by a written document signed by the parties or their duly authorized representatives which specifically states that it was intended as an amendment.

14. Notice. Any notice required or permitted to be given under this Agreement must be in writing and must be given in person or be sent by registered or certified mail to:

a. The Executive at his personal residence on file with the Company’s human resources records; and

b. The Company at its principal place of business, 100 Verdae Boulevard, Suite 100, Greenville, SC 29607 (Attn: Art Seaver), with a copy to Nelson Mullins Riley & Scarborough LLP, 2 West Washington Street, Suite 400, Greenville, SC, 29601 (Attn: Ben Barnhill).

15. Controlling Law. This Agreement will be interpreted and enforced according to the laws of the State of South Carolina and, where applicable, federal law.

16. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall be in no way affected, impaired or invalidated.

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17. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument.

18. Acknowledgements. Executive acknowledges that it is the mutual intent of the Parties that the full release contained in this Agreement fully complies with the ADEA and the Older Workers Benefit Protection Act (“OWBPA”). Accordingly, this Agreement requires, and Executive acknowledges and agrees that: 1) the consideration provided to Executive under this Agreement exceeds the nature and scope of any consideration to which Executive would otherwise have been legally entitled to receive absent execution of this Agreement; 2) execution of this Agreement and the full release herein, which specifically includes a waiver of any claims of age discrimination under the ADEA, is Executive’s knowing and voluntary act; 3) Executive is hereby advised to consult with an attorney prior to executing this Agreement; 4) Executive has reviewed the Consulting Agreement; 5) Executive has twenty-one (21) calendar days within which to consider this Agreement and his signature on this Agreement prior to the expiration of this twenty-one (21) day period (should Executive choose not to take the full period offered) constitutes an irrevocable waiver of said period or its remainder; 6) in the event Executive signs this Agreement, Executive has another seven (7) calendar days to revoke it by delivering a written notice of revocation to the addressee identified in the Notice provision above, and this Agreement does not become effective until the expiration of this seven (7) day period; 7) Executive has read and fully understands the terms of this Agreement; and 8) nothing contained in this Agreement purports to release any of Executive’s rights or claims under the ADEA that may arise from acts occurring after the date of the execution of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective Date set forth above:

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