EXHIBIT 10.1
EMPLOYMENT AGREEMENT BY AND BETWEEN
COAST BANK OF FLORIDA
AND
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
THIS EMPLOYMENT AGREEMENT ("Agreement") is being entered into this 29th
day of March, 2000, by and between Coast Bank of Florida ("Bank"), and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ (Employee"). The Bank and Employee are collectively referred to herein
as the Parties".
RECITALS
WHEREAS, the Bank wishes to retain Employee as its President and Chief
Executive Officer to perform the duties and responsibilities as are described in
this Agreement and as the Board of Directors ("Board") may assign to Employee
from time to time; and
WHEREAS, Employee desires to be employed by the Bank and to serve as
its President and Chief Executive Officer in accordance with the terms and
provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto represent, warrant, undertake,
covenant and agree as follows:
ARTICLE I.
TERM OF EMPLOYMENT
The Bank shall employ Employee and Employee shall be employed pursuant
to the terms of this Agreement to perform the services specified in Article II
herein. The term of employment shall be for three years, commencing on April 1,
2000 (the "Effective Date"), and terminating on March 31, 2003, unless extended
or terminated pursuant to the provisions set forth herein.
ARTICLE II.
POSITION, RESPONSIBILITIES AND DUTIES
SECTION 2.1. GENERALLY. During the term of this Agreement, Employee
shall serve as the Bank's President and Chief Executive Officer, subject to
selection by the Board. In such capacity, Employee shall provide leadership,
direction and guidance of the Bank's activities to assure short and long-range
profitability and Employee shall have the same powers, duties and
responsibilities of supervision and management of the Bank usually accorded to
the Presidents and Chief Executive Officers of similar financial institutions.
Specifically, Employee shall devote his full business time and
attention and use his best efforts to accomplish and fulfill the following
duties and responsibilities, as well as other duties assigned to Employee from
time to time by the Board:
(i) manage all personnel of the Bank;
(ii) serve as a member of the Board;
(iii) serve on such committees of the Board as appointed to from
time to time;
(iv) keep the Board informed of important developments concerning
the Bank, industry developments and regulatory initiatives
affecting the Bank;
(v) maintain adequate expense records relating to Employee's
activities on the Bank's behalf;
(vi) establish and implement marketing efforts to increase the
business of the Bank;
(vii) supervise all loans and assist in their proper servicing and
resolution;
(viii) improve the profitability of the Bank in accordance with the
Bank's annual business plan as prepared by management and
adopted by the Board; and
(ix) coordinate with the Bank's attorneys and accountants and other
service providers to the extent necessary to further the
business of the Bank, keeping in compliance with government
laws and regulations and otherwise keeping the Bank in as good
a financial and legal posture as possible.
SECTION 2.2. POLICIES AND MANUAL. Employee agrees to comply with the
policies and procedures that are adopted by the Bank and implemented from time
to time as will be described in the Employee Manual, including any policies
relating to a "drug free work place". In that regard Employee agrees to submit
to the same testing procedures, if any, which apply to all employees of the
Bank.
ARTICLE III.
COMPENSATION
During the term of this Agreement, Employee shall be compensated as
follows:
SECTION 3.1. BASE SALARY. Employee shall receive an annual "Base
Salary" of One Hundred and Twenty-Five Thousand Dollars ($125,000). Such Base
Salary shall be reviewed annually by the Board.
SECTION 3.2. OTHER BENEFIT PLANS. During the term of this Agreement,
the Employee will be entitled to participate in and receive the benefits of any
profit-sharing plans, 401(k) plan, deferred compensation plans, or other plans,
benefits and privileges given to employees and executives of the Bank which are
currently in effect at the execution of this Agreement or which may come into
existence thereafter to the extent the Employee is otherwise eligible and
qualifies to so participate in and receive such benefits or privileges. Nothing
paid to the Employee under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the Base Salary payable
to the Employee pursuant to Section 3.1. herein.
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SECTION 3.3. INCENTIVE STOCK OPTIONS. The Bank will designate Employee
as a key employee eligible for the grant of incentive stock options under the
Coast Bank of Florida Stock Option Plan ("Stock Option Plan"). In that
connection, the Bank will grant to Employee under the terms of the Stock Option
Plan, an option to acquire up to 2,000 shares of Bank common stock, per year.
The grant of the stock options shall be made strictly in accordance with the
terms of the Stock Option Plan and in accordance with the Bank's standard form
of Stock Option Agreement. The options will contain an exercise price of $10.00
per share or the book value per share, whichever is higher, and will immediately
vest. As part of the consideration for the Stock Options, Employee agrees that,
for a period of one year following any event of termination defined herein,
Employee will not accept employment with any existing or proposed business
organization which then competes or intends to compete with the Bank.
SECTION 3.4. VACATION. Employee shall be entitled each year to a
vacation in accordance with the vacation policy established by the Board, during
which time Employee's compensation shall be paid in full. Employee shall be
entitled to three weeks of vacation, in the first two years of this Agreement
and four weeks in each year thereafter, five business days of which shall be
taken consecutively.
ARTICLE IV.
MEDICAL, LIFE & DISABILITY COVERAGES
SECTION 4.1. MEDICAL BENEFITS. Employee is entitled to participate in
all medical and health care benefit plans through health insurance, corporate
funds, medical reimbursement plans or other plans, if any, provided by the Bank
for its employees.
SECTION 4.2. DISABILITY/ILLNESS. Employee shall be paid his full Base
Salary for any period of his illness or incapacity: provided that such illness
or incapacity does not render Employee unable to perform his duties under this
Agreement for a period longer than three consecutive months. At the end of such
three-month period, the Bank may terminate Employee's employment and this
Agreement. If the Bank terminates this Agreement due to Employee's disability,
the Bank shall pay to Employee, as a disability payment, an amount equal to 100%
of Employee's monthly Base Salary for the first three months and 70% thereafter
for the remainder of the term of this Agreement. The disability payment shall be
payable in accordance with the Bank's standard payroll practices, commencing on
the effective date of Employee's termination for the disability and ending on
the earlier of: (i) the date Employee returns to full time employment in his
capacity as the Bank's President; (ii) Employee's full time employment by
another financial institution; or (iii) the date of Employee's death.
The Bank may satisfy its obligations under this Section, at its option,
through the purchase of disability insurance. The provisions of such policy will
control the amounts paid to Employee.
SECTION 4.3. CONTINUATION OF COVERAGES. During any period of illness or
disability, the Bank will continue any other life, health and disability
coverages for Employee substantially identical to the coverages maintained prior
to Employee's termination for disability. Such coverages shall cease upon the
earlier of: (i) Employee's full time employment by another financial
institution; (ii) one year after the date of such termination (with the
exception of disability insurance coverage); or (iii) the date of Employee's
death.
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SECTION 4.4. DEATH DURING EMPLOYMENT. In the event of Employee's death
during the term of this Agreement, the Bank's obligation to Employee shall be
limited to the portion of Employee's compensation which would be payable up to
the last working day of the third month after Employee's death, except that any
compensation payable to Employee under any benefit plan maintained by the Bank
will be paid pursuant to its terms.
ARTICLE V.
EXPENSES
SECTION 5.1. GENERAL. Employee is authorized to incur reasonable
expenses in performing his duties. The Bank will reimburse Employee for
authorized expenses, according to the Bank's established policies, promptly
after Employee's presentation of an itemized account of such expenditures.
SECTION 5.2. AUTOMOBILE. The Bank will provide Employee with a $500 per
month automobile allowance during Employee's term of employment. All expenses
and upkeep of the automobile will be borne by the Employee. Employee shall be
responsible for apportioning the time allocated for personal use for purposes of
compliance with the Internal Revenue Code of 1986, as amended.
SECTION 5.3. CLUB AND ORGANIZATION MEMBERSHIPS. The Bank will pay an
annual membership and initiation/equity fee for the Employee to be a member at a
business club or a country club located in Manatee County Florida. Employee
shall comply with all applicable federal income tax laws and regulations
governing Employee's personal use of this membership. The Bank will also pay
Employee's membership costs in other clubs or organizations when such membership
will benefit the Bank as determined in advance by the Board. Employee shall
maintain records of both business and personal use of such facilities and shall
submit those records to the Bank monthly.
ARTICLE VI.
TERMINATION
SECTION 6.1. ILLNESS, INCAPACITY OR DEATH. This Agreement shall
terminate upon Employee's illness, incapacity or death in accordance with the
provisions of Article IV herein.
SECTION 6.2. TERMINATION FOR JUST CAUSE. The Bank shall have the right,
at any time, upon prior written notice of termination satisfying the
requirements of Article VIII herein, to terminate the Employee's employment
hereunder, including termination for just cause. For the purpose of this
Agreement, termination for just cause shall mean any of the following acts
committed by Employee:
(i) Personal dishonesty;
(ii) Incompetence;
(iii) A pattern of socially unacceptable behavior;
(iv) Willful misconduct;
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(v) Breach of fiduciary duty involving personal profit;
(vi) Intentional failure to perform stated duties;
(vii) Willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or any final
cease-and-desist order; or
(viii) Material breach of any provision of this Agreement.
For purposes of this Section, no act, or failure to act, on the
Employee's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Bank; provided that any act or omission
to act by the Employee in reasonable reliance upon an opinion of counsel to the
Bank shall not be deemed to be willful. In the event Employee is terminated for
just cause, Employee shall have no right to compensation or other benefits for
any period after such date of termination.
SECTION 6.3. EFFECTIVE DATE OF TERMINATION. The termination of this
Agreement and Employee's employment shall be effective upon the delivery to
Employee of written notice or at such later time as may be specified in such
notice, and Employee shall immediately vacate the Bank premises on or before
such effective date.
SECTION 6.4. INVOLUNTARY TERMINATION. If the Employee is terminated by
the Bank, other than for just cause, Employee's right to compensation and other
benefits under this Agreement shall be as set forth in Sections 6.7(i) and 6.8
herein. In the event the Employee is terminated in connection with a change in
control of the Bank, Employee's right to compensation and other benefits under
this Agreement shall be as set forth in Sections 6.7(ii) and 6.8 herein.
SECTION 6.5. TERMINATION FOR GOOD REASON. Employee may terminate his
employment hereunder for good reason by giving written notice to the Board or
the Chairman thereof. For purposes of this Agreement, "good reason" shall mean
(i) a failure by the Bank to comply with any material provision of this
Agreement, which failure has not been cured within 30 days after a notice of
such noncompliance has been given by the Employee to the Bank; or (ii)
subsequent to a change in control as defined in Section 6.6 herein which is
without the Employee's express written consent.
SECTION 6.6. CHANGE IN CONTROL. For purposes of this Agreement, "change
in control" shall mean a change in ownership of stock in the Bank whereby a
person:
(i) Acquires, after the initial offering, more than 50% of any
class of voting stock of the Bank through direct or indirect
ownership or proxy; or
(ii) Controls in any manner the election of a majority of the
directors of the Bank.
SECTION 6.7. SEVERANCE PAYMENT.
(i) If the Employee shall terminate his employment for good reason
as defined in Section 6.5 herein, or if the Employee is
terminated by the Bank for other than just cause as defined in
Section 6.2 herein, then in lieu of any further salary
payments to the Employee for periods subsequent to the date of
termination, Employee shall be
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paid, as severance, an amount which would equal Employee's
total annual compensation for the remainder of the term of the
Agreement, or 18 months, whichever is longer; plus any bonus
or other incentive compensation which Employee would have been
entitled to hereunder;
(ii) In the event of a change in control of the Bank, as defined in
Section 6.6 herein, Employee shall be entitled to 2.0 times
Employee's Base Salary as of the date of termination, plus any
Performance Bonus or other incentive compensation which
Employee would have been entitled to hereunder. In such event,
the Agreement Not to Compete, Section 9.3. herein shall be
limited to six months in the event of a termination as a
result of a change in control; and
(iii) Any payment under Section 6.7(i) and 6.7(ii) shall be made in
one lump sum payment or if mutually agreed to by the parties,
in substantially equal semi-monthly installments on the
fifteenth and last days of each month for the remaining term
of this Agreement.
SECTION 6.8. ADDITIONAL SEVERANCE BENEFITS. Unless Employee is
terminated for just cause pursuant to Section 6.2 herein or because of illness,
incapacity or death pursuant to Section 6.1 herein, the Bank shall maintain in
full force and effect, for the continued benefit of the Employee for the
remaining term of this Agreement, or one year (whichever is longer), all
employee benefit plans and programs in which the Employee was entitled to
participate immediately prior to the date of termination; provided, however,
that the Employee's continued participation is possible under the general terms
and provisions of such plans and programs. Further, the Bank shall pay for the
same or similar benefits if such benefits are available to the employee on an
individual or group basis as a result of contractual or statutory provisions
requiring or permitting such availability including, but not limited to, health
insurance covered under COBRA.
SECTION 6.9. MITIGATION. Employee shall not be required to mitigate the
amount of any payment provided for in Sections 6.7(i) and 6.7(ii) of this
Agreement by seeking other employment.
ARTICLE VII.
SUSPENSION/TERMINATION PURSUANT TO REGULATORY ACTION
SECTION 7.1. SUSPENSION. If the Employee is suspended from office
and/or temporarily prohibited from participating in the conduct of the Bank's
affairs pursuant to actions taken by the Florida Department of Banking and
Finance ("DOBF") or by notice served under Section 8(e)(3) or Section 8(g)(1) of
the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. Section 1818[e][3] and
Section 1818[g][1]), or any other regulatory agency, the Bank's obligations
under this Agreement shall be suspended as of the date of service, unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, the Bank
may, in its discretion: (i) pay the Employee all or part of 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.
SECTION 7.2. PERMANENT PROHIBITION. If the Employee is removed from
office and/or permanently prohibited from participating in the conduct the
Bank's affairs by an order issued by
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the DOBF or by an order issued under Section 8(e)(4) or Section (g)(1) of the
FDIA (12 U.S.C. Sections 1818[e](4] and [g][1]), or other such rule or
regulation, all obligations of the Bank under this Agreement shall terminate as
of the effective date of the order, but vested rights of the Employee as of the
date of termination shall not be affected.
SECTION 7.3. DEFAULT UNDER FDIA. If the Bank is in default, as defined
in Section 3(x)(l) of the FDIA (12 U.S.C. Section 1813[x][1]) to mean an
adjudication or other official determination by any court of competent
jurisdiction, the appropriate federal banking agency or other public authority
pursuant to which a conservator, receiver or other legal custodian is appointed
for the Bank, all obligations under this Agreement shall terminate as of the
date of default, but vested rights of the Employee and the Bank as of the date
of termination shall not be affected.
SECTION 7.4. GOLDEN PARACHUTE: Any payments made to the Employee
pursuant to this Agreement, or otherwise, are subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder.
ARTICLE VII.
NOTICES
SECTION 8.1. GENERAL. Employee shall have the right, upon prior written
notice of termination of not less than 30 days, to terminate his employment
hereunder. In such event, Employee shall have no right after the date of
termination to compensation or other benefits as provided in this Agreement,
unless such termination is for "good reason", as defined in Section 6.5 herein.
If the Employee provides a notice of termination for good reason, the date of
termination shall be the date on which the notice of termination is given.
SECTION 8.2. SPECIFICITY. Any termination of the Employee's employment
by the Bank or by Employee shall be communicated by written notice of
termination to the other party hereto. For purposes of this Agreement, a "notice
of termination" shall mean a dated notice which shall: (i) indicate the specific
termination provision in the Agreement relied upon; (ii) set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
Employee's employment under the provision so indicated; and (iii) set forth the
date of termination, which shall be not less than 30 days nor more than 45 days
after such notice of termination is given, except in the case of termination of
the Employee's employment for just cause, in which case date of termination
shall be the date such notice of termination is given.
SECTION 8.3. DELIVERY OF NOTICES. All notices given or required to be
given herein shall be in writing, sent by United States first-class certified or
registered mail, postage prepaid, by way of overnight carrier or by hand
delivery. If to the Employee (or to the Employee's spouse or estate upon the
Employee's death) notice shall be sent to Employee's last-known address, and if
to Employer, notice shall be sent to the Chairman of the Board at the main
office of the Bank. All such notices shall be effective when deposited in the
mail if sent via first-class certified or registered mail, or upon delivery if
by hand delivery or sent via overnight carrier. The Parties, by notice in
writing, may change or designate the place for receipt of all such notices.
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ARTICLE IX.
COMPETITIVE ACTIVITIES
SECTION 9.1. LIMITATION ON OUTSIDE ACTIVITIES. Employee agrees that
during the term of this Agreement, except with the express consent of the Board,
Employee will not, directly or indirectly, engage or participate in, become a
director of, or render advisory or other services for, or in connection with, or
become interested in, or make any financial investment in any firm, corporation,
business entity or business enterprise competitive with or to any business of
the Bank; provided, however, that Employee shall not be precluded or prohibited
from owning passive investments, including investments in the securities of
other financial institutions.
SECTION 9.2. MAINTENANCE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION.
Employee shall use his best efforts and utmost diligence to guard and protect
all of the Bank's trade secrets and confidential information. Employee shall
not, either during the term or after termination of this Agreement, for whatever
reason, use, in any capacity, or divulge or disclose in any manner, to any
person, the identity of the Bank's customers, or its customer lists, methods of
operation, marketing and promotional methods, processes, techniques, systems,
formulas, programs or other trade secrets or confidential information relating
to the business of the Bank. Upon termination of this Agreement or Employee's
employment, for any reason, Employee shall immediately return and deliver to the
Bank all records and papers and all matters of whatever nature and in whatever
form which bear trade secrets or confidential information relating to the Bank.
SECTION 9.3. AGREEMENT NOT TO COMPETE. Employee acknowledges that by
virtue of his employment with the Bank, Employee will acquire an intimate
knowledge of the activities and affairs of the Bank, including trade secrets and
other confidential matters. Employee, therefore, agrees that during the term of
this Agreement, and for a period of one year following the termination of
Employee's employment hereunder, Employee shall not become employed, directly or
indirectly, whether as an employee, independent contractor, consultant, or
otherwise, in the financial services industry with any business enterprise or
business entity, or person who competes or intends to compete directly or
indirectly with any office of the Bank located in Manatee County, Florida.
Employee hereby agrees that the duration of the anticompetitive covenant set
forth herein is reasonable, and its geographic scope is not unduly restrictive.
This provision shall not apply in the event Employee is terminated pursuant to
Section 6.2.
ARTICLE X.
REMEDIES FOR BREACH
SECTION 10.1. ARBITRATION. The Parties agree that, except for the
specific remedies for injunctive relief and other equitable relief contained in
Sections 10.2 and 10.3 herein, any controversy or claim arising out of or
relating to this Agreement or any breach thereof, including, without limitation,
any claim that this Agreement or any portion thereof is invalid, illegal or
otherwise voidable, shall be submitted to binding arbitration before and in
accordance with the rules of the American Arbitration Association and judgment
upon the determination and/or award of such arbitrator may be entered in any
court having jurisdiction thereof; provided, however, that this clause shall not
be construed to permit the award of punitive damages to either party. The
prevailing party to said arbitration shall be entitled to an award of reasonable
attorney's fees. The venue of arbitration shall be in Manatee County, Florida.
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SECTION 10.2. INJUNCTIVE RELIEF. The Parties acknowledge and agree that
the services to be performed by Employee are special and unique and that money
damages cannot fully compensate the Bank in the event of Employee's violation of
the provisions of Article IX of this Agreement. Thus, in the event of a breach
of any of the provisions of Article IX, Employee agrees that the Bank, upon
application to a court of competent jurisdiction, shall be entitled to an
injunction restraining Employee from any further breach of the terms and
provision of Article IX. Should the Bank prevail in an action seeking an
injunction restraining Employee, Employee shall pay all costs and reasonable
attorneys fees incurred by the Bank in and relating to obtaining such
injunction. Such injunctive relief may be obtained without bond and Employee's
sole remedy, in the event of the entry of such injunction, shall be the
dissolution of such injunction. Employee hereby waives any and all claims for
damages by reason of the wrongful issuance of any such injunction.
SECTION 10.3. CUMULATIVE REMEDIES. Notwithstanding any other provision
of this Agreement, the injunctive relief described in Section 10.2 herein and
all other remedies provided for in this Agreement which are available to the
Bank as a result of Employee's breach of this Agreement, are in addition to and
shall not limit any and all remedies existing at or in equity which may also be
available to the Bank.
SECTION 10.4. GOVERNING LAW/VENUE. This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida. Venue for any
litigation involving the Parties and their rights and obligations hereunder
shall be brought in any appropriate court in Manatee County, Florida.
SECTION 10.5. ATTORNEYS' FEES. In the event that any claim or
controversy hereunder is the subject of any litigation or arbitration between
the Parties, the prevailing party shall be entitled to an award of all
reasonable costs, including attorneys' fees.
ARTICLE XI.
MISCELLANEOUS
SECTION 11.1. ASSIGNMENT. This Agreement shall inure to the benefit of
and be binding upon the Employee, and to the extent applicable, his heirs,
assigns, executors, and personal representatives, and to the Bank, and to the
extent applicable, its successors, and assigns, including, without limitation,
any person, partnership, or corporation which may acquire all or substantially
all of the Bank's assets and business, or with or into which the Bank may be
consolidated or merged, and this provision shall apply in the event of any
subsequent merger, consolidation, or transfer, unless such merger or
consolidation or subsequent merger or consolidation is a transaction of the type
which would result in termination under Sections 6.4 and 6.5 herein.
SECTION 11.2. AMENDMENT OF AGREEMENT. Unless as otherwise provided
herein, this Agreement may not be modified or amended except in writing signed
by the Parties.
SECTION 11.3. HEADINGS FOR REFERENCE ONLY. The headings of the Articles
and the Sections herein are included solely for convenient reference and shall
not control the meaning of the interpretation of any of the provisions of this
Agreement.
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SECTION 11.4. SEVERABILITY. If any of the provisions of this Agreement
shall be held invalid for any reason, the remainder of this Agreement shall not
be affected thereby and shall remain in full force and effect in accordance with
the remainder of its terms.
SECTION 11.5. ENTIRE AGREEMENT. This Agreement and all other documents
incorporated or referred to herein, contain the entire agreement of the Parties
and there are no representations, inducements or other provisions other than
those expressed in writing herein. This Agreement amends, supplants and
supersedes any and all prior agreements between the Parties. No modification,
waiver or discharge of any provision or any breach of this Agreement shall be
effective unless it is in writing signed by both Parties.
SECTION 11.6. WAIVER. A Party's waiver of the other Party's breach of
any provision of this Agreement, shall not operate, or be construed, as a waiver
of any subsequent breach of that provision or of any other provision of this
Agreement. Any power and/or remedy granted by law and by this Agreement to any
party hereto may be exercised from time to time, and as often as may be deemed
expedient. All such rights and powers shall be cumulative to the fullest extent
permitted by law.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year first written above.
EMPLOYEE: COAST BANK OF FLORIDA
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
on behalf of the Board of Directors
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ -----------------------------------
Witness Witness
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MODIFICATION OF EMPLOYMENT AGREEMENT
This Modification of Employment Agreement (the "Modification"), is made
and entered into as of March 31, 2003, by and between Coast Bank of Florida (the
"Bank"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee"), upon the following recitals of
fact:
RECITALS
A. On or about March 29, 2000, Bank and Employee entered into that
certain Employment Agreement (the "Employment Agreement"). The term of the
Employment Agreement ended on March 31, 2003.
B. Bank and Employee mutually desire to extend the term of the
Employment Agreement, and to adjust Employee's compensation pursuant to the
Employment Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants set
forth herein, the receipt and sufficiency of which is hereby acknowledged, Bank
and Employee agree as follows:
1. Recitals. The Recitals set forth above are true and correct and
shall form a part of this Modification.
2. Extension of Term. The term of Employee's employment by Bank is
hereby extended for one (1) year, and shall hereafter end on March 31, 2004,
unless sooner terminated as provided in the Employment Agreement.
3. Adjustment to Base Salary. Commencing as of April 1, 2003, Bank will
pay Employee an annual base salary (the "Base Salary") of One Hundred
Thirty-Five Thousand and no/100 Dollars ($135,000.00) payable in accordance with
the Bank's normal payroll practices. Any back salary due Employee based upon
Employee's adjusted Base Salary shall be paid to Employee on or before September
30, 2003.
4. Conflicts. Should a conflict arise between the terms of the
Employment Agreement and the terms of this Modification, the terms of this
Modification will control.
5. Ratification. The Employment Agreement is hereby ratified and
confirmed in all respects except as specifically and expressly modified by this
Modification.
WHEREFORE, Bank and Employee have executed or caused the execution of
this Modification, effective as of the day and year first above written.
COAST BANK OF FLORIDA - Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------- -----------------------------
Chairman of the Board ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Employee
Executed By Bank this 3rd Executed By Employee this 3rd
day of September, 2003 day of September, 2003
