EMPLOYMENT AGREEMENT

Table

of Contents

Exhibit 10.5

This EMPLOYMENT AGREEMENT

(this “Agreement”)

is made

and entered

into as

September

11,

2020

(the

“Effective

Date”),

between

U.S.

Century

Bank,

Florida-chartered

commercial bank (the “Bank”

or the “Employer”), and Xxxxxx Xxxxxxxx (the “Executive”).

WITNESSETH

WHEREAS, the

Bank desires

to employ

the Executive

as Executive

Vice

President and

Chief Financial Officer;

WHEREAS, the Employer desires to be ensured

of the Executive’s

active participation in

the business of the Employer; and

WHEREAS,

the

Executive

willing

serve

the

Bank

the

terms

and

conditions

hereinafter set forth.

NOW

THEREFORE,

consideration

the

mutual

agreements

herein

contained,

and

upon the other terms and conditions hereinafter provided, the Employer and the Executive hereby

agree as follows:

Definitions.

The

following

words

and

terms

shall

have

the

meanings

set

forth

below for the purposes of this Agreement:

(a)

Base Salary.

“Base Salary”

shall have

the meaning set

forth in Section

3(a) hereof.

(b)

Cause.

Termination

the

Executive’s

employment

for

“Cause”

shall

mean

termination because of (i) willful

misconduct

(including

but

not

limited

misappropriation

a material Bank

business opportunity,

material violation of

a confidentiality or

non-competition

obligation,

abuse of

drugs

alcohol

that

results

the

Executive being materially adversely

affected in the performance

of his duties), or

fraud by the Executive; (ii)

conviction of

(including

plea

guilty

nolo

contendere to)

a felony

which has

a material

effect on

the Bank

or the

Executive’s

performance hereunder;

and (iii)

the failure

to comply

with any

material obligation

imposed

upon the

Executive

pursuant

this

Agreement;

provided, however, that if

such failure

under clause

(i) or

(iii) above is

susceptible of

cure, “Cause”

shall be

deemed to exist

only

after

the

failure

has

remained

uncured

for

thirty

(30)

days

following receipt

by the

Executive of

written

notice

from

the

Bank

the

failure.

Notwithstanding

the

foregoing,

the

Executive

disagrees with the good

faith determination

the

Bank

that

there

cure

after

the

30-day

cure period,

the Executive

may request

that such

determination be

submitted to

binding arbitration

in accordance with Section 20 hereof (with each

party responsible

for its

own

fees and

costs).

the

Executive

makes

such

request

for

arbitration,

the

termination

the

Executive shall

not

become effective unless

and until it is

upheld by a final

decision issued through such

arbitration

process; provided, that

the Bank shall

have the right,

in its sole

discretion, to relieve

the Executive

of all or any portion of his

duties during such arbitration period

pending the

arbitration

decision

long

the

Bank

continues

pay

and

provide

the

Executive

timely

basis

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compensation and benefits that it

would

otherwise owe to the Executive

during such period under

this Agreement.

(c)

Change in Control.

“Change in Control” shall mean (except

provided

below)

the occurrence

event

described in

(i),

(ii), (iii) or (iv) below:

(i)

Any person or

group (within the

meaning of Sections 13(d)

and 14(d) of

the

Securities Exchange

Act of

1934, as

amended

(the “Exchange

Act”)), other

than the

Bank, an

affiliate of the

Bank or a

trustee or other fiduciary holding

securities under an

employee benefit

plan of the Bank or a corporation owned directly or indirectly by

the stockholders of the Bank in

substantially

the

same

proportions

their

ownership

stock

the

Bank,

becomes

the

beneficial

owner

(within

the

meaning

Rule

13(d)(3)

under

the Exchange Act), directly or

indirectly (which

shall include

securities issuable

upon conversion,

exchange or

otherwise) of

securities

representing

50%

the

combined

voting

power

the

Bank’s

then-

outstanding securities entitled

generally to vote for the election of directors;

(ii)

Consummation of an

agreement to merge or consolidate with

another entity

(other

than

majority-controlled

subsidiary

the

Bank)

unless

the

Bank’s

stockholders

immediately before

the

merger

consolidation

own

than

50%

the

combined

voting

power

the

resulting entity’s

voting securities

(giving effect

to the

conversion or

exchange of

securities

issued

the

merger

consolidation

the

other

entity

that

are

convertible

exchangeable

for

voting

securities)

entitled

generally

vote

for

the

election

of directors;

(iii)

Consummation

agreement

(including,

without

limitation,

agreement of liquidation) to sell or otherwise dispose

all or substantially all of the business or

assets of the Bank (or a subsidiary thereof);

(iv)

Individuals who, as of the

date hereof, constitute the

Board of Directors of

the Bank (the “Incumbent Board”) cease for any reason to

constitute at

least

majority

the

Board,

provided

that

any

person

becoming

director subsequent

the

date

hereof

whose

election

nomination

for

election

the

stockholders

approved

vote

least

majority

directors

then

constituting

the

Incumbent

Board

shall

be,

for

purposes

this

Agreement, considered as though such person were a member of the Incumbent Board.

Notwithstanding the foregoing,

no event shall

constitute a Change

in Control unless

such

event shall

also constitute a

change in control

as defined in

Section 409A of

the Code, as

such term

is hereinafter defined.

(d)

Code.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)

Date

Termination.

“Date

Termination”

shall

mean

(i)

the

Executive’s

employment is

terminated for

Cause, the

date on

which the

Notice of

Termination

is given,

and

(ii) if

the Executive’s

employment is

terminated for

any other

reason, the

date specified

in such

Notice of Termination.

(f)

Disability.

“Disability”

shall

mean

the

Executive

(i)

unable

engage

any

substantial gainful

activity by

reason of

any medically

determinable physical

or mental

impairment

which can be expected to

result in death or

can be expected to

last for a continuous

period of not

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less

than

months,

(ii)

is,

reason

any

medically

determinable

physical

mental

impairment which

can be

expected to

result in

death or

can be

expected to

last for

a continuous

period of not

less than 12 months,

receiving income replacement benefits

for a period of

not less

than three months under an accident and health plan covering employees of the Employer.

(g)

Good Reason.

Termination

by the Executive

of the

Executive’s

employment for

“Good Reason” shall mean termination by the Executive based on:

(i)

any material breach of this Agreement by

the Employer, including

without

limitation any of

the following: (A)

a material diminution

in the Executive’s

base compensation,

(B)

material

diminution

the

Executive’s

authority,

duties

responsibilities,

(C)

any

requirement that

the Executive

report to

a corporate

officer

or employee

of the

Bank instead

reporting directly to the President and Chief Executive

Officer, other than

from time to time with

respect to specified matters, or

(ii)

change

excess

twenty-five

(25)

miles

the

geographic

location

which the Executive must perform his services under this Agreement;

provided, however,

that prior to

any termination of

employment for Good

Reason, the Executive

must first provide written notice to the Bank within ninety (90) days of the initial existence of the

condition, describing the existence of such condition, and

the Bank shall thereafter have the right

to remedy

the condition

within thirty

(30) days

of the

date the

Bank received

the written

notice

from the

Executive.

If the

Bank remedies

the condition

within such

thirty (30)

day cure

period,

then no

Good Reason

shall be

deemed to

exist with

respect to

such condition.

If the

Bank does

not remedy the condition

within such thirty (30)

day cure period, then

the Executive may deliver

Notice

Termination

for

Good

Reason

any

time

within

sixty

(60)

days

following

the

expiration of such cure period.

(h)

Notice

Termination.

Any

purported

termination

the

Executive’s

employment by the Employer for

any reason, including without limitation for

Cause, Disability or

Retirement,

the

Executive

for

any

reason,

including

without

limitation

for

Good

Reason,

shall

communicated

written

“Notice

Termination”

the

other

party

hereto.

For

purposes

this

Agreement,

“Notice

Termination

”

shall

mean

dated

notice

which

(i)

indicates

the

specific

termination

provision

this

Agreement

relied

upon,

(ii)

sets

forth

reasonable

detail

the

facts

and

circumstances

claimed

provide

basis

for

termination

the

Executive’s

employment under

the provision

so indicated,

(iii) specifies

a Date

of Termination,

which

shall

not

less

than

thirty

(30)

nor

than

ninety

(90)

days

after

such

Notice

Termination

given,

except

the

case

the

termination

the

Executive’s

employment

for

Cause, which shall be

effective immediately,

and (iv) is given

in the manner specified

in Section

11 hereof.

(i)

Retirement.

“Retirement”

shall

mean

the

Executive’s

voluntary

involuntary

termination of employment,

as applicable, upon reaching

at least age 65,

but shall not

include an

involuntary termination for Cause.

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Term

of Employment.

(a)

The

Bank

hereby

employs

the

Executive

Vice

President

and

Chief

Financial Officer

and the

Executive hereby

accepts

said employment

and agrees

to render

such

services

the

Employer

the

terms

and

conditions

set

forth

this

Agreement.

The

term

employment under

this Agreement

shall be

for three

years beginning

on the

Effective

Date (the

“Initial Term”).

Not less

than sixty

(60) days

prior to

the second

annual anniversary

of the

Effective

Date and each

annual anniversary thereafter, the Board

of Directors of

the Bank shall consider

and

review

(with

appropriate

corporate

documentation

thereof,

and

after

taking

into

account

all

relevant

factors,

including

the

Executive’s

performance

hereunder)

one-year

extension

the

term of this

Agreement. If the Board

of Directors approves such

an extension, then

the term of

this

Agreement shall be so extended as of the relevant annual anniversary of the Effective Date unless

the Executive

gives written

notice to

the Employer

of the

Executive’s

election not

to extend

the

term, with such written

notice to be given

not less than sixty

(60) days prior to

any such relevant

annual anniversary of the Effective Date. If the Board

of Directors elects not to extend the term, it

shall give written

notice of such

decision to the

Executive as soon

as the decision

is made but

no case no less than sixty (60) days prior to any such annual anniversary of the Effective Date.

any party

gives timely

notice that

the term

will not

be extended

as of

any annual

anniversary of

the

Effective

Date,

then

this

Agreement

and

the

rights

and

obligations

provided

herein

shall

terminate

the

conclusion

its

remaining

term,

except

the

extent

set

forth

Section

References herein to the term

of this Agreement shall refer both

to the Initial Term and successive

terms.

(b)

During

the

term

this

Agreement,

the

Executive

shall

perform

such

executive

services for the Bank as

may be consistent with his

titles and from time to

time assigned to him by

the Bank’s Board of Directors and/or the President and Chief Executive Officer.

(c)

The Executive

represents and

warrants that

his entering

into this

Agreement, and

his performance

of his

duties as

Executive Vice President

and Chief

Executive Officer

of the

Bank,

will

not

breach or

give

rise

any

cause of

action

against

the

Executive

the

Bank

under the

terms of

any agreements

between the

Executive and

any prior

employer (a

“Prior Agreement”).

The

Executive shall

comply

with

any

surviving terms

any

Prior

Agreement,

including

terms

concerning competition, non-solicitation and confidentiality.

Compensation and Benefits.

(a)

The Employer shall

compensate and pay

the Executive for

his services during

the

term of

this

Agreement at

a minimum

base salary

of $325,000

per year

(“Base Salary”),

which

may

increased

from

time

such

amounts

may

determined

the

Board

Directors

the

Employer

and

may

not

decreased

without

the

Executive’s

express

written

consent.

(b)

The Bank

shall pay

Executive a

sign-on bonus

(the

“Sign-On

Bonus”) in

the amount

of $100,000 in the first payroll

period following the Effective Date;

provided, however,

that in the

event that

Executive resigns

Executive’s

employment with

the Bank

without Good

Reason or

terminated by

the Bank for

Cause within one

(1) year

following the Effective

Date, Executive

shall

repay to

the Bank

within ten

(10) days

following Executive’s final

day of

work the

Sign-On Bonus,

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pro-rated based

on the

number of

calendar months

remaining between

the date

that Executive’s

employment is terminated and the one (1) year anniversary of the Effective Date. For purposes of

clarity, and by way of example only, if Executive resigns

without Good Reason three

months after

the Effective

Date, he

shall be

obligated to

repay to

the Bank

$75,000 (i.e.,

seventy-five percent

(75%))

the

Sign-On

Bonus).

The

Bank

shall

deduct

from

the

Sign-On

Bonus

all

amounts

required to be deducted or withheld under applicable law.

(c)

In addition to his

Base Salary, the

Executive shall be entitled to receive during the

term

this

Agreement such

bonus payments

(“Bonus”) as

may

determined by

the

Board of

Directors

the

Employer.

Notwithstanding anything

to the

contrary herein,

for calendar

year 2021,

the Executive

may earn

a Bonus

of up

to fifty

percent (50%)

of the

Executive’s

Base Salary,

outlined in the Bank’s Management Annual Incentive Plan.

(d)

During the term of this Agreement, the Executive shall be entitled to participate in

and

receive

the

benefits

any

pension

other

retirement

benefit

plan,

profit

sharing,

stock

incentive,

other

plans,

benefits

and

privileges

given

employees

and

executives

the

Employer,

to the

extent

commensurate with

his then

duties and

responsibilities,

as fixed

by the

Board of Directors of

the Bank.

The Bank shall not

make any changes in

such plans, benefits or

privileges which would adversely affect the Executive’s rights or benefits thereunder, unless such

change occurs pursuant to a

program applicable to all executive

officers of the Employer and does

not result in a proportionately

greater adverse change in

the rights of or

benefits to the Executive

compared

with

any

other

executive

officer

the

Employer.

Nothing

paid

the

Executive

under any plan or arrangement presently in effect or made available in the future shall be deemed

to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof.

(e)

During the

term of

this Agreement

and beginning in

the year

of 2021, the

Executive

shall be entitled to four (4) weeks of paid annual vacation, on a calendar basis, to be taken at such

time

times

agreed

upon

the

Executive

and

the

President

and

Chief

Executive

Officer.

addition,

Executive

shall

entitled

six

(6)

days

personal/sick

leave

per

calendar

year

;

provided,

however

, for calendar

2020, Executive shall

be entitled to

two (2) days

for personal/sick

leave for the

remainder of

such calendar year.

The Executive shall

not be

entitled to receive

any

additional compensation from the Employer for failure

to take a vacation or use his

personal/sick

leave, nor shall the Executive be able

to accumulate unused vacation time or unused personal/sick

leave

from

one

year

the

next,

except

the

extent

authorized

the

President

and

Chief

Executive Officer.

(f)

The

Board

Directors

will

grant

the

Executive

(pursuant

written

grant

agreement)

non-qualified

stock

options

purchase

one

hundred

and

fifty

thousand

(150,000)

shares of common stock of

the Bank (the “Option Grant”), with

an exercise price per share equal

to the

Fair Market

Value, as such term

is defined

in the

Bank’s Amended and

Restated 2015

Equity

Incentive Plan (the

“2015 Equity Incentive

Plan”), with such

options to be

designed in a

manner

cause

them

exempt

from

Section

409A

the

Internal

Revenue

Code

under

Section

1.409A-1(b)(5)(i)(A) of

the United

States Department

of the

Treasury Regulations. This

grant shall

vest as follows:

options covering 50,000

shares of common

stock of the

Bank shall vest

on the first

anniversary of the

Effective Date;

options covering

50,000 shares

of common

stock of

the Bank

shall vest on the second anniversary

of the Effective Date;

and options covering 50,000 shares of

common stock of the Bank shall vest

on the third anniversary of the Effective

Date. Options may

exercised

after

they

become

vested

and

prior

the

expiration

the

term

the

options,

provided such

exercise does

not constitute

an “ownership

change” for

the Bank

within the

meaning

of Section

382 of

the Code.

In addition

to the

other vesting

dates/events set

forth in

such grant,

such Option Grant

shall provide for

accelerated vesting upon

a Change in

Control. The other

terms

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of the Option Grant award shall comply with the Bank’s 2015 Equity Incentive Plan.

(g)

Executive

shall

receive

automobile

allowance

the

rate

$750

per

month

during

the

term

this

Agreement.

This

transportation

allowance

will

serve

cover

all

transportation

expenses

Executive

the

South

Florida

area

including,

but

not

limited

to,

transportation, gas and car maintenance.

(h)

Executive

shall

reimbursed

maximum

$50,000

(the

“Moving

Allowance”) for all reasonable and necessary out-of-pocket travel and other expenses incurred by

the Executive

moving to

the Miami,

Florida metropolitan

area;

provided, however,

that in

the event

that

Executive

resigns

Executive’s

employment

with

the

Bank

without

Good

Reason

terminated by

the Bank for

Cause within one

(1) year

following the Effective

Date, Executive

shall

repay to the Bank within ten (10) days following Executive’s

final day of work the full amount of

the

Moving

Allowance.

the

Executive’s

option,

the

Executive

may

reimbursed

for

such

expenses or may cause the provider of such services to xxxx the Bank directly.

Expenses.

The Employer shall

reimburse the

Executive or

otherwise provide

for

or pay

for

all reasonable

expenses incurred

by the

Executive in

furtherance of

in connection

with the

business of

the Employer,

including, but

not by

way of

limitation, travel

expenses, and

all

reasonable

entertainment

expenses,

subject

such

reasonable

documentation

and

other

limitations as may be

established by the Board

of Directors of the

Bank.

If such expenses are

paid

in the first instance by the Executive,

the Employer shall reimburse the Executive therefor.

Such

reimbursement shall

be paid

promptly by

the Bank

and in

any event

no later

than March

the year immediately following the year in which such expenses were incurred.

Termination.

(a)

The Employer shall

have the

right, at any

time upon

prior Notice of

Termination,

to terminate the Executive’s employment

hereunder for any reason, including, without limitation,

termination for Cause, Disability or Retirement, and

the Executive shall have the right, upon prior

Notice of Termination, to terminate his employment hereunder for any reason.

(b)

In the event that (i) the Executive’s employment is terminated by the Employer for

Cause

(ii)

the

Executive

terminates

his

employment

hereunder

other

than

for

Disability,

Retirement, death or Good

Reason, the Executive

shall have no

right pursuant to

this Agreement

to compensation or other benefits for any period after the applicable Date of Termination.

(c)

In the event that the Executive’s employment is terminated as a result of Disability

or Retirement,

the Executive

shall have

no right

pursuant to

this Agreement

to compensation

other benefits for any period after the applicable Date of Termination.

(d)

In the event that the Executive’s employment is terminated due to death during the

term

this

Agreement,

the

Executive

shall

have

right

pursuant

this

Agreement

for

compensation or other

benefits for any

period after the

applicable Date of

Termination

except to

pay to the Executive’s designated

beneficiary (or estate or his personal representative, as the case

may be,

if no

beneficiary has

been designated)

(i)

that

portion,

any,

the

Base

Salary

that

remains unpaid

for the period

prior

to the

date

of his

death, and

(ii) a

lump

sum cash

payment

equal to one-half (1/2) of the

Executive’s Base Salary, plus the continuation

of medical and dental

benefits for his

then spouse and/or

dependents at the

Bank’s expense for a period

of six (6)

months

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after the date of

his death.

Upon the Executive’s death,

he shall vest

in any outstanding

unvested

options

granted

under

the

Option

Award

pursuant

Section

3(f)

(and

the

terms

the

awards

granted under Section 3(f) shall so provide).

(e)

the

event

that

prior

Change

Control

the

Executive’s

employment

terminated

(i)

the

Employer

for

other

than

Cause,

Disability,

Retirement

the

Executive’s

death during the term of this Agreement or (ii) the Executive for Good Reason

during the term of

this Agreement,

then the

Employer shall,

in consideration

of the

Executive’s agreements in

Section

7 below and subject

to the provisions of Sections 5(g),

5(h), 6, 18 and 19

hereof, if applicable, pay

the

Executive

cash

severance

amount

equal

the

aggregate

(A)

one

(1)

times

the

Executive’s then current annual Base

Salary and (B) the

amount accrued with

respect to the

Bonus

for the year in which the termination occurs (the “Severance Payment”).

The Severance Payment

shall be paid in two

installments. The first payment

consisting of 50% of

the Severance Payment

will be paid

in a lump

sum thirty

(30) days following

the later of

the Date

of Termination

or the

expiration

the

revocation

period

provided

for

the

general

release

executed

the

Executive pursuant to Section

5(g) below with the

remaining 50% of the

Severance Payment to be

paid in a lump sum within ten (10)

days after the expiration of the Restricted Period as set

forth in

Section 7 hereof.

addition,

the

Executive

shall

receive continued medical and

dental benefits

as provided by the Bank from time

to time for its

employees, at

the Bank’s expense,

for the

period

time

equal

the

shorter

one

(1)

year

the

maximum

period

COBRA

continuation

coverage provided

under

Section

4980B(f)

the

Code

(with

such

coverage

be treated

COBRA coverage).

With

respect to

the Bank’s

payment of

Executive’s

COBRA

expenses,

the

Bank

will

pay

the

Executive

additional

amount

such that after

payment by the

Executive

of all applicable local, state and federal

income and

payroll

taxes

imposed

him

with

respect

such

additional

amount,

the Executive

retains an

amount equal

to all

applicable local,

state

and federal

income and payroll taxes imposed upon him

with respect to such COBRA payments.

Such payment shall

be made on or

before Xxxxx 00

following the close of

the

calendar year in

which the COBRA

payments were

made.

Except as provided

herein, the Severance Payment

shall

be in lieu of, and not in addition to, any Base Salary or other compensation or benefits that would

have been paid under Sections 3(a), 3(b),

3(c), 3(d) and 3(e) above in the absence

of a termination

of employment,

and the

Executive shall

have no

rights pursuant

to this

Agreement to

any Base

Salary or other benefits for any period after the applicable Date of Termination.

(f)

In the

event that

concurrently with

or within

twelve (12)

months subsequent

to a

Change in

Control the

Executive’s

employment is

terminated by

(i) the

Employer for

other than

Cause, Disability,

Retirement or

the Executive’s

death during

the term

of this

Agreement or

(ii)

the Executive

for

Good

Reason during

the

term

of this

Agreement, then

the Employer

shall,

consideration of

the Executive’s

agreements in

Section 7

below and

subject to

the provisions

Sections 5(g),

5(h), 6,

18 and

19 hereof,

if applicable,

pay to

the Executive

a cash

severance amount

equal to two (2) times the Executive’s then current annual Base Salary (the “Enhanced Severance

Payment”). The Enhanced

Severance Payment shall

be paid in

two installments. The

first payment

consisting of 50% of

the Enhanced Severance Payment

will be paid in

a lump sum thirty

(30) days

following the later of the Date of Termination

or the expiration of the revocation period provided

for in the general release to be executed by the Executive pursuant to Section 5(g) below with the

remaining 50% of the

Enhanced Severance Payment to

be paid in a

lump sum within ten

(10) days

after

the

expiration

the

Restricted

Period

set

forth

Section

hereof

addition,

the

Executive

shall

receive continued

medical

and

dental

benefits

provided

the

Bank

from

time

time for its employees,

at the Bank’s

expense, for the period

of time equal to

the

shorter

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of Contents

of eighteen (18)

months or the

maximum period of

COBRA continuation coverage

provided under

Section

4980B(f)

the

Code

(with

such

coverage

be treated

as COBRA

coverage). With

respect

the

Bank’s

payment

Executive’s

COBRA

expenses,

the

Bank

will

pay

the

Executive

additional

amount

such that after payment by the

Executive of all applicable local,

state and federal income and

payroll

taxes

imposed

him

with

respect

such

additional

amount,

the Executive

retains an

amount equal

to all

applicable local,

state and

federal

income

and payroll taxes imposed upon him with respect to such COBRA payments.

Such payment shall

be made on

or before Xxxxx

following the close

of the

calendar year

in which the

COBRA

payments were made.

Except as

provided herein,

the Enhanced

Severance Payment

shall be

lieu of, and not in addition to, any Base Salary or other compensation or

benefits that would have

been paid

under Sections

3(a), 3(b),

3(c), 3(d)

and 3(e)

above in

the absence

of a

termination of

employment, and the

Executive shall have

no rights pursuant

to this Agreement

to any Base

Salary

or other benefits for any period after the applicable Date of Termination.

(g)

The Executive’s

right to

receive

the severance

benefits

set

forth in

Sections

5(e)

and

5(f)

above

shall

conditioned

upon

the

Executive’s

execution

general

release

which

releases

the

Employer

and

their

directors,

officers

and

employees

from

any

claims

that

the

Executive

may

have

under

various

laws

and

regulations

and

the

expiration

any

right

the

Executive may

have to

revoke such

general release, with

such revocation

right not

being exercised.

If either the

time period for

paying the severance

set forth in

Sections 5(e) or

5(f), as applicable,

or the

time period

that the

Executive has

to consider

the terms

of the

general release

(including

any

revocation

period

under

such

release)

commences

one

calendar

year

and

ends

the

succeeding

calendar

year,

then

the

severance

payment

set

forth

Sections

5(e)

5(f),

applicable, above shall not be paid until the succeeding calendar year.

(h)

If,

prior

the

Executive’s

receipt

the

Severance

Payment

the

Enhanced

Severance Payment set forth in Sections 5(e) or

5(f), as applicable, respectively,

above due to his

termination of employment (including termination for Good Reason) and at such time

the Bank is

deemed to be in

“troubled condition” as defined

in 12 C.F.R. §303.101(c), it is determined

that the

Executive (i)

committed any

fraudulent act

or omission, breach

of trust

or fiduciary

duty, or insider

abuse with regard to the Employer

that has had or is likely

to have a material adverse effect on the

Employer, (ii) is substantially responsible for the

insolvency of, the appointment of a conservator

or receiver for,

or the

troubled condition,

as defined

by applicable

regulations of

the appropriate

federal

banking

agency,

the

Employer,

(iii)

has

materially

violated

any

applicable federal

state banking

law or

regulation that

has had

or is

likely to

have a

material adverse

effect on

the

Employer, or

(iv) has violated

or conspired to

violate Sections

215, 656,

657, 1005,

1006, 1007,

1014, 1302

or 1344

of Title

18 of

the United

State

Code, or

Sections 1341

or 1343

of Title

affecting

the

Bank,

then

the

Severance

Payment

the

Enhanced

Severance

Payment,

applicable, shall not be provided to the Executive.

If it is determined after the Executive receives

the Severance Payment or

the Enhanced Severance Payment,

as applicable, that any of

the matters

set forth

in clauses

(i) through

(iv) of

this Section

5(h) are

applicable to

the Executive,

then the

Executive shall promptly (and in any event within ten (10) business days following written notice

to the

Executive) return

an amount

equal to

the Severance

Payment or

the Enhanced

Severance

Payment, as applicable, to the Employer in immediately available funds.

Limitation of

Benefits under

Certain Circumstances.

If the

payment pursuant

Section

5(f)

hereof,

either

alone

together

with

other

payments

and

benefits

which

the

Executive

has

the

right

receive

from

the

Employer,

would

constitute

“parachute

payment”

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of Contents

under Section

280G of

the Code,

then the

amount payable

by the

Employer pursuant

to Section

5(d)

hereof

shall

reduced

the

minimum

amount

necessary

result

portion

the

amount

payable

the

Employer

under

Section

5(f)

being

non-deductible

the

Employer

pursuant to Section 280G

of the Code and

subject to the excise tax

imposed under Section 4999 of

the Code.

The determination of

any reduction in

the amount payable

pursuant to Section

5(d) shall

be based

upon the

opinion of

independent tax

counsel selected

by the

Employer and

paid for

the Employer.

Such counsel

shall promptly

prepare the

foregoing opinion,

but in

no event

later

than ten

(10) days

from the

Date of

Termination, and may

use such

actuaries as

such counsel

deems

necessary or advisable for

the purpose.

Nothing contained herein shall

result in a reduction of

any

payments

benefits

which

the

Executive

may

entitled

upon

termination

employment

under any

circumstances other

than as

specified in

this Section

6, or

a reduction

in the

payment

specified in Section 5(f) below zero.

Restrictive Covenants

(a)

Trade Secrets

. The Executive acknowledges

that he has had,

and will have, access

confidential

information

the

Bank

(including,

but

not

limited

to,

current

and

prospective

confidential

know-how,

customer

lists,

marketing

plans,

business

plans,

financial

and

pricing

information, and

information regarding

acquisitions, mergers and/or

joint ventures)

concerning the

business, customers,

contacts, prospects,

and assets

of the

Bank that

is unique,

valuable and

not

generally known outside the Bank,

and that was obtained from the

Bank or which was learned as

a result of the performance of

services by the Executive on

behalf of the Bank (“Trade

Secrets”).

Trade Secrets shall not include any information

that: (i) is now,

or hereafter becomes, through no

act or

failure to act

on the part

of the Executive

that constitutes a

breach of

this Section 7,

generally

known or available to the

public; (ii) is known to

the Executive at the time

such information was

obtained

from

the

Bank;

(iii)

hereafter

furnished

without

restriction

disclosure

the

Executive by

a third

party,

other than

employee or

agent of

the

Bank,

who is

not under

any

obligation of confidentiality to the Bank or an

Affiliate; (iv) is disclosed with the written approval

the

Bank;

(v)

required

disclosed

provided

law,

court

order,

order

any

regulatory agency

having jurisdiction

or similar

compulsion, including

pursuant to

or in

connection

with

any

legal

proceeding

involving

the

parties

hereto;

provided

however,

that

such

disclosure

shall be limited

to the extent so

required or compelled; and

provided further,

however, that

if the

Executive is

required to

disclose such

confidential information,

he shall

give the

Bank notice

such

disclosure

and

cooperate

seeking

suitable

protections.

Other

than

the

course

performing services

for the

Bank, the

Executive will

not, at

any time,

directly or

indirectly use,

divulge, furnish

or make

accessible to

any person

any Trade Secrets,

but instead

will keep

all Trade

Secrets strictly

and absolutely

confidential. The Executive

will deliver

promptly to

the Bank ,

the termination

of his

employment or

at any

other time

at the

request of

the Employer,

without

retaining

any

copies,

all

documents

and

other

materials

his

possession

relating,

directly

indirectly, to any Trad

Secrets.

(b)

Non-Competition

. If the Executive’s employment is

terminated during the term

this Agreement for Cause or without Cause, before or after a Change in Control, or the Executive

terminates his employment hereunder other than for Disability during

the term of the Agreement,

then for a

period of twelve

(12) months after

termination of employment (the

“Restricted Period”),

the Executive

will not,

directly or

indirectly,

(i) become

a director,

officer,

employee, principal,

agent, shareholder, consultant

or independent

contractor of

any insured

depository institution, trust

company or parent holding company

of any such institution

or company or other entity

engaging

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in the banking business which

has an office in the State of

Florida (“Competing Business”); (ii) as

agent

principal,

carrying

engaging

any

activities

negotiations

with

respect to

the

acquisition

disposition

Competing

Business;

(iii)

extending

credit

for

the

purpose

establishing or operating a Competing Business; (iv) lending or allowing the Executive’s name or

reputation to be used in

a Competing Business; and

(v) otherwise allowing the

Executive’s

skill,

knowledge or

experience

used

Competing Business.

Notwithstanding

the

foregoing,

nothing

this

Agreement

shall

prevent

the

Executive

from

owning

for

passive

investment

purposes not

intended to

circumvent this

Agreement, less

than five

percent (5%)

of the

publicly

traded

voting

securities

any

company

engaged

the

banking,

financial

services

other

business similar

to or

competitive with

the Employer

(so long

as the

Executive has

no power

manage, operate, advise, consult with

or control the competing enterprise and

no power, alone

in conjunction with

other affiliated parties,

to select a

director, manager, general partner, or similar

governing

official

the

competing

enterprise

other

than

connection

with

the

normal

and

customary

voting

powers

afforded

the

Executive

connection

with

any

permissible

equity

ownership).

(c)

Non-Solicitation of Employees.

During the Restricted Period, without the written

consent of

the Bank,

the Executive

shall not,

directly or

indirectly, solicit, induce

or hire,

or attempt

to solicit, induce

or hire, any

current employee of

the Employer,

or any individual

who becomes

an employee

during the

Restricted Period,

to leave

his or

her employment

with the

Employer or

join

become

affiliated

with

any

other

business

entity,

any

way

interfere

with

the

employment relationship between any employee and the Employer.

(d)

Non-Solicitation of Customers

. During the Restricted Period, without the written

consent of the Bank, the Executive shall not, directly or

indirectly, solicit

or induce, or attempt to

solicit

induce,

any

customer,

any

person

being

then

solicited

the

Bank

customer,

lender,

supplier,

licensee,

licensor

other

business

relation

the

Employer

terminate

its

relationship or contract

with the Employer,

to cease

doing business with

the Employer,

or in any

way

interfere

with

the

relationship

between

any

such

customer,

lender,

supplier,

licensee

business relation

and the

Employer (including

making any

negative or

derogatory statements

communications concerning the Employer or its directors, officers or employees).

(e)

Intellectual

Property

Executive

will

disclose

Employer

all

work,

products

including ideas,

inventions, literary

property,

music, lyrics,

scripts, themes,

slogans, titles,

copy,

art

and

any

other

relevant

material

which

could

reasonably

used

Employer

any

its

clients (herein

collectively called “Intellectual

Property”) which he

may create any

time during the

term

employment,

whether

created

during

after

working

hours.

Employer

and

Executive

agree

that

all

Intellectual

Property

shall

deemed

"works

made

for

hire"

and

the

sole

property of

Employer.

Executive

agrees

execute

and

deliver

all

documents

which

Employer

may deem

necessary or

advisable in

order

to confirm

such ownership

Intellectual

Property in

the name

of Employer

or any

of its

clients in

the United

States and

all foreign

countries.

(f)

Non-Disparagement.

The Executive agrees that he

shall not make, or cause

to be

made, any

disparaging or

critical remarks,

comments or

statements about

or against

the Bank

its subsidiaries

or affiliates

or any director,

officer,

employee or customer

of any such

entities at

any time in

the future, except

for any statements

by him made

pursuant to lawful

subpoena or legal

process. Executive

acknowledges that

the Employer’s

reputation and

image in

the market

is one

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of Contents

its

principal

assets

and

that

Employer

has

expended

substantial

time,

effort

and

money

building this reputation and image and that, accordingly, any action or comment by the Executive

which

damaging

any

way

diminishes

such

image

reputation

will

cause

Employer

irreparable injury.

(g)

Irreparable

Harm

The

Executive

acknowledges

that:

(i)

the

Executive’s

compliance with Section 7

of this Agreement is

necessary to preserve and

protect the proprietary

rights, Trade Secrets, and the goodwill of the Employer as a going concern,

and (ii) any failure by

the

Executive

comply

with

the

provisions

this

Agreement

will

result

irreparable

and

continuing injury

for which

there will

be no

adequate remedy

at law. In

the event

that the

Executive

fails to comply with the

terms and conditions of this

Agreement, the obligations of the

Employer

to pay the severance benefits set forth in

Section 5 shall cease, and the

Employer will be entitled,

in addition

to other

relief that

may be

proper,

to all

types of

equitable relief

(including, but

not

limited to, the issuance of an injunction and/or temporary restraining order and the recoupment of

any severance previously paid) that

may be necessary to

cause the Executive to

comply with this

Agreement, to restore to the Employer their property, and to make the Employer whole.

(h)

Survival.

The provisions set forth in this Section 7 shall survive

the termination of

this Agreement.

(i)

Scope Limitations

. If

the scope,

period of

time or

area of

restriction specified

this Section 7 are or would be judged to be

unreasonable in any court proceeding, then the period

time,

scope

area

restriction

will

reduced

limited

the

manner and

the

extent

necessary to make

the restriction reasonable, so

that the restriction

may be enforced in

those areas,

during the period of time and in the scope that are or would be judged to be reasonable.

Mitigation; Exclusivity of Benefits.

(a)

The

Executive

shall

not

required

mitigate

the

amount

any

benefits

hereunder by

seeking other

employment or

otherwise, nor

shall the

amount of

any such

benefits

be reduced

by any

compensation earned

by the

Executive as

a result

of employment

by another

employer after the Date of Termination or otherwise.

(b)

The specific arrangements referred to herein

are not intended to exclude

any other

benefits

which

may

available

the

Executive

upon

termination

employment

with

the

Employer pursuant to employee benefit plans of the Employer or otherwise.

Withholding.

All payments required

to be made by

the Employer hereunder

to the

Executive shall

be subject

to the

withholding

such amounts,

any,

relating

to tax

and

other

payroll deductions as the Employer

may reasonably determine should be

withheld pursuant to any

applicable law or regulation.

10.

Assignability.

The Bank may assign this Agreement and

its rights and obligations

hereunder in whole, but not in part, to any corporation, bank or

other entity with or into which the

Bank may hereafter merge or

consolidate or to which the

Bank may transfer all or

substantially all

of its assets, if in any such case said corporation, bank or

other entity shall by operation of law or

expressly in

writing assume

all obligations

of the

Employer hereunder

as fully

as if

it had

been

originally made

a party

hereto, but

may not

otherwise assign

this Agreement

or their

rights and

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of Contents

obligations hereunder.

The Executive may not

assign or transfer this

Agreement or any rights

obligations hereunder.

11.

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 delivered or mailed

by certified or registered

mail, return receipt requested,

postage prepaid,

addressed to the respective addresses set forth below:

To the Bank:

President and Chief Executive Officer

U.S. Century Bank

0000 X.X.

Xxxxxx

Xxxxx, Xxxxxxx 00000

To the Executive:

Xxxxxx Xxxxxxxx

At the address last appearing on

the personnel records of the Employer

12.

Amendment; Waiver.

No provisions of

this Agreement may

be modified, waived

or discharged unless

such waiver,

modification or discharge

is agreed to

in writing signed

by the

Executive and such officer or officers as may be specifically

designated by the Board of Directors

of the Employer to sign on their behalf.

No waiver by any party hereto at any time of

any breach

by any other party hereto of, or compliance with, any condition or provision of this Agreement to

be performed by such

other party shall be

deemed a waiver

of similar or

dissimilar provisions or

conditions at the same or at any prior or subsequent time.

13.

Governing Law.

The validity, interpretation, construction

and performance

of this

Agreement shall be governed by the laws of the

United States where applicable and otherwise by

the substantive laws of the State of Florida.

14.

Nature

Obligations.

Nothing

contained

herein

shall

create

require

the

Employer to create a trust of any

kind to fund any benefits which may

be payable hereunder,

and

to the extent that the

Executive acquires a right to receive

benefits from the Employer hereunder,

such right shall be no greater than the right of any unsecured general creditor of the Employer.

15.

Headings.

The

section

headings

contained

this

Agreement

are

for

reference

purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.

Validity.

The

invalidity

unenforceability

any

provision

this

Agreement

shall not affect

the validity

or enforceability

of any

other provisions of

this Agreement,

which shall

remain in full force and effect.

17.

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 instrument.

18.

Regulatory Actions.

The following

provisions shall

be applicable

to the

parties

hereto or any

successor thereto, and

shall be

controlling in

the event of

a conflict with

any other

provision of this Agreement, including without limitation Section 5 hereof.

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of Contents

(a)

the

Executive

suspended

from

office

and/or

temporarily

prohibited

from

participating in the

conduct of the

Bank’s

affairs pursuant

to notice served

under Section 8(e)(3)

Section

8(g)(1)

the

Federal

Deposit

Insurance

Act

(“FDIA”)(12

U.S.C.

§§1818(e)(3)

and

1818(g)(1)),

the

Bank’s

obligations

under

this

Agreement

shall

suspended

the

date

service, unless stayed

by appropriate proceedings.

If the charges

in the notice

are dismissed, the

Bank will:

(i) pay

the

Executive

all or

part

the

compensation

withheld

while its

obligations

under this Agreement were suspended,

and (ii) reinstate (in whole

or in part) any of

its obligations

which were suspended.

(b)

the

Executive

removed

from

office

and/or

permanently

prohibited

from

participating

the

conduct

the

Bank’s

affairs

order

issued

under

Section

8(e)(4)

Section 8(g)(1) of

the FDIA (12

U.S.C. §§1818(e)(4) and

(g)(1)), all obligations

of the Bank

under

this

Agreement

shall

terminate

the

effective

date

the

order,

but

vested

rights

the

Executive and the Bank as of the date of termination shall not be affected.

(c)

the

Bank

default,

defined

Section

3(x)(1)

the

FDIA

(12

U.S.C.

§1813(x)(1)), all

obligations

under this

Agreement

shall terminate

as of

the

date of

default,

but

vested rights of the Executive and the Bank as of the date of termination shall not be affected.

19.

Regulatory Prohibition.

Notwithstanding any other provision of

this Agreement

to the contrary, any payments made to

the Executive pursuant to this

Agreement, or otherwise, are

subject

and

conditioned

upon

their

compliance

with

Section

18(k)

the

FDIA

(12

U.S.C.

§1828(k)) and 12 C.F.R. Part 359.

20.

Arbitration.

Any controversy or claim

arising out of or

relating to this

Agreement,

or the

breach thereof,

shall be

settled by

arbitration before a

single arbitrator

in accordance

with

the

rules

then

existing

under

the

Employment

Dispute

Resolution

Rules

the

American

Arbitration Association (“AAA”)

conducted at the

district office of

the AAA located

nearest to the

home

office

the

Bank,

and

judgment

upon

the

award

rendered

may

entered

any

court

having

jurisdiction

thereof,

except

the

extent

that

the

parties

may

otherwise

reach

mutual

settlement of such issue.

Each party to the arbitration shall bear its own expenses.

21.

Entire Agreement.

This Agreement

embodies the

entire agreement

between the

Employer

and

the

Executive

with

respect

the

matters

agreed

herein.

All

prior

agreements

between the Employer

and the

Executive with

respect to the

matters agreed

to herein

are hereby

superseded and shall have no force or effect.

[Signature page follows.]

Table

of Contents

IN WITNESS

WHEREOF,

this Agreement

has been

executed as

of the

date first

written

above.

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Table of Contents

EMPLOYMENT AGREEMENT

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