EX-10.20 Executive Employment Agreement

The Bank shall employ Executive as President with the duties, responsibilities and powers of such office as provided in the Bank’s By-Laws, as assigned to her as of the date set forth above and as customarily associated with such office, and Executive shall serve the Bank in such capacities during the term of this Agreement. Executive acknowledges that such duties, responsibilities and powers may be increased from time to time by the Board of Directors of the Bank, that the position held by Executive may be changed or Executive’s employment may be terminated pursuant to Section 4(c) hereof by action of the Board of Directors of the Bank prior to a Change in Control and that such a change in position, duties, responsibilities, powers or a termination of employment pursuant to Section 4(c) hereof, whether prior to or following a Change in Control shall not entitle Executive to the benefits provided for in Section 5(c), unless such change or termination is not made in good faith.

 

The Company shall employ Executive as Senior Executive Vice President of the Company with duties, responsibilities and powers of such office as assigned to her as of the date set forth above and as customarily associated with such office, and

Executive shall serve the Company in such capacities during the term of this Agreement. Executive acknowledges that such duties, responsibilities and powers may be increased from time to time by the Board of Directors of the Company, that the position held by Executive may be changed or Executive’s employment may be terminated pursuant to Section 4(c) hereof by action of the Board of Directors of the Company prior to a Change in Control and that such a change in position, duties, responsibilities, powers or a termination of employment pursuant to Section 4(c) hereof whether prior to or following a Change in Control shall not entitle Executive to the benefits provided for in Section 5(c), unless such change or termination is not made in good faith.

 

Executive represents, warrants and covenants to the Bank and the Company that she is available immediately to commence her duties hereunder and that this Agreement and her performance of services hereunder does not breach or conflict with any other agreements or instruments to which Executive is a party or may be bound, and that she shall faithfully and diligently discharge her duties and responsibilities under this Agreement, and shall use her full time best efforts to implement the policies established by the Board of Directors and the Chief Executive Officer of the Bank and the Company, respectively.

 

During the term of this Agreement, Executive shall devote her full and exclusive business time, energy and skill to the business of the Bank and the Company, to the promotion of the interests of the Bank and the Company and to the fulfillment of Executive’s obligations hereunder.

Upon Executive’s death; or

 

Upon notice from the Bank to Executive in the event Executive becomes “permanently disabled”. For purposes of this Agreement, Executive shall be deemed “permanently disabled” if she has been disabled by bodily or mental illness, disease, or injury, to the extent that, in the opinion of the Board of Directors, she is prevented from performing her material and substantial duties of employment, and provided further that such disability has continued substantially for six (6) months preceding such notice. If requested by the Bank, Executive shall submit to an examination by a physician selected by the Bank for the purpose of determining or confirming the existence or extent of any disability; or

 

Upon notice from the Bank to Executive for cause. For purposes of this Agreement, “cause” shall be (i) a willful and continued failure by Executive to perform her duties as provided in Section 1 above, as established by their respective Board of Directors (other than due to disability), or (ii) a breach by Executive of her fiduciary duties of loyalty or care to the Bank, or (iii) a willful violation by Executive of any provision of this Agreement; or (iv) a conviction or the entering of a plea of nolo contendere by Executive for any felony or any crime involving fraud, dishonesty or a breach of trust, or (v) a breach of the Bank’s Code of Ethics, or (vi) commission by Executive of a willful or negligent act which causes material harm to the Bank, or (vii) habitual absenteeism, alcoholism or other form of drug or other addiction, or (viii) any violation of laws or regulations such that Executive ceases to be eligible to serve as an executive officer of a depository institution or a depository institution holding company or (ix) Executive becomes ineligible to be bonded at costs consistent with the Bank and/or the Company’s other senior officers. In

addition, if Executive shall terminate her employment for a breach of this Agreement by the Bank and/or the Company in accordance with Section 4(e), and it is ultimately determined that no reasonable basis existed for Executive’s termination on account of the alleged default of the Bank and/or the Company, such event shall be deemed cause for termination by the Bank.

 

Any notice of termination of Executive’s employment with the Bank for cause shall set forth, in reasonable detail, the facts and circumstances claimed to provide the basis for termination of her employment under the provisions contained herein and the effective date of termination (“Termination Date”); or

 

 

Upon notice by Executive to the Bank following a “Change in Control” ( as defined in this Section 4(d)), provided Executive terminates her employment within one (1) year following the effective date of such “Change in Control”. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) the Bank or Company shall become a direct or indirect subsidiary of, or shall be merged or consolidated with or into another entity, which entity is neither controlled by the Company nor the Bank or if 51% or more of the voting power of shares of capital stock of the Company or the Bank or any successor to the Company or the Bank are not held by persons who were shareholders of the Bank or Company immediately before the transaction, subject to the limitations of subparagraph (iii) below, or (ii) all or substantially all of the assets of the Bank or Company shall be sold or transferred to a person or entity, which person or entity is neither controlled by the Bank or Company, or if 51% or more of the voting power of shares of capital stock of the Company or the Bank or any successor to the Company or the Bank are not held by persons who were shareholders of the Bank or Company immediately prior to the asset sale, subject to the limitations of subparagraph (iii) below; or (iii) and “person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), or persons acting together or in concert (including any “group”), and who are not, at the date hereof, beneficial owners (individually or collectively) of 10% or more of the common stock of the Company or the bank of any class or series become the “beneficial owner” (as defined in Rule 13(d) of the Securities Exchange Act of 1934 as amended) of securities of the Bank or the Company representing 45% or more of the voting power of either any individual class of securities or of any classes which vote together of the Bank’s or Company’s then outstanding securities, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Bank, or

 

Upon notice from Executive to the Bank and/or the Company of the Bank’s and/or the Company’s failure to comply with any material provision of this Agreement, provided that the Bank or the Company, as the case may be, shall have thirty (30) days from the receipt of such notice to cure any such failure under this Agreement. If such failure shall be cured, Executive shall have no

right to terminate her employment under the provisions of this Section 4(e); or

 

 

Upon notice from Executive to the Bank and/or the Company, in the event that Executive is not elected President of the Bank and Senior Executive Vice President of the Company with the duties and powers which are customarily associated with such offices; or

 

 

 

Upon notice from Executive to the Bank and/or the Company, as applicable, upon a purported termination of Executive’s employment by the Bank and or the Company for cause if it is ultimately determined that cause did not exist; or

 

 

Upon the expiration of the initial or any subsequent term of this Agreement as set forth in Section 2.

Upon Executive’s death, the Bank and the Company shall pay Executive’s full base salary in accordance with Section 5(c) below. In addition, the Bank shall continue to pay for and provide to Executive’s spouse and eligible dependents hospitalization insurance (including major medical), and any such other health insurance benefits comparable to that coverage that would have been provided under the Bank’s group health insurance plan to Executive’s spouse and eligible dependents at the date of Executive’s death in accordance with the terms set forth in Section 5(c).

 

 

In the event Executive becomes permanently disabled and is terminated pursuant to Section 4(b) above, the Bank and the Company shall pay to Executive the compensation and benefits provided in Section 5(c) below, provided that Executive’s base salary shall be reduced by any amounts received by Executive under the Bank’s long term disability plan or from any other collateral source payable due to disability including, without limitation, social security benefits. If Executive shall remain permanently disabled beyond the period set forth in Section 5(c) below, Executive shall receive only such amounts, if any, as are payable under the Bank’s long term disability plan or under any other employee benefit or welfare plan in which Executive participated and is entitled to benefits.

 

If Executive’s employment shall be terminated by Executive pursuant to Sections 4(d), (e), (f) or (g), or by the Bank and/or the Company for any reason including non-renewal, other than for cause as set forth in Section 4(c), the Bank shall continue to pay to Executive or her estate or beneficiaries, her full base salary (including any other cash compensation) to which Executive would be entitled at the

Termination Date or on the date of a Change in Control, whichever date will result in the greater base salary, for a period of two (2) years following the Termination Date. In addition, the Bank shall continue to pay her or her spouse and eligible beneficiares, hospitalization insurance premiums (including major medical), long term disability premiums and life insurance premiums for a period of two (2) years or until her earlier death. The compensation and benefits payable under this Section 5(c) are hereinafter referred to as “Severance Benefits”.

 

The payment of Severance Benefits is in recognition and consideration of the value of continued services by Executive to the Bank and is not in any way to be construed as a penalty or damages. Executive shall not be required to mitigate the amount of any payment of Severance Benefits by seeking other employment or otherwise. The payment of Severance Benefits shall not affect any other sums or benefits otherwise payable to Executive under any other employment compensation or benefit or welfare plan of the Bank.

 

 

In the event termination is, for any reason other than as described in Section 5(a), (b), or (c) above, the Bank shall pay Executive her full salary through the date of termination and no other compensation or benefits shall be paid to Executive hereunder; provided, however, that nothing herein shall be deemed to limit her vested rights under any other benefit, retirement, stock option or pension plan of the Bank, and the terms of those plans, programs or arrangements shall govern.

To induce the Bank and the Company to enter into this Agreement, Executive agrees that during the term of this Agreement and for a period of two (2) years after the termination of employment or service of Executive hereunder, Executive will not, within Martin, Indian River, Brevard, Orange, Osceola, Palm Beach, Seminole, or St. Lucie Counties, Florida, or any other county wherein the Bank, the Company and/or their affiliates conducts business at the date her employment is terminated, as principal, agent, trustee or through the agency or on behalf of any corporation, partnership, association, trust or agent or agency, (i) engage in the business of banking, fiduciary services, securities or insurance brokerage, investment management or services, lending or deposit taking, (ii) control or beneficially own (directly or indirectly) 5% or more of the outstanding capital stock or other ownership interest (a “Principal Stockholder”) of any person or entity engaged in or controlling any such business other than the Company or Bank, or (iii) serve as an officer, director, trustee, agent or employee of any corporation, or as a member, partner, employee or agent of any limited liability company or partnership, or as an owner, trustee, employee or agent of any other business or entity, which directly or indirectly conducts such business within Martin, Indian River, Brevard, Orange, Palm Beach, or St. Lucie Counties, Florida, or any other county wherein the Bank, the Company and/or their affiliates conducts business at the date her employment is terminated. Executive further agrees that she will not solicit any employee to leave

their employment with the Bank or the Company or any Company or Bank subsidiaries for any reason or otherwise interfere with the employment relationship of the Company, the Bank, or their subsidiaries if Executive serves as an officer, director, trustee, member, manager or agent or as a Principal Stockholder of any person or entity which hires or seeks or negotiates the employment or hiring of any such employee. In the event that the provisions of this Section 6(a) should be deemed to exceed the time or geographic limitations permitted by applicable law, then such provisions shall be reformed automatically to the maximum time or geographic limitations so permitted.

 

Executive recognizes and acknowledges that she will have access to certain confidential information of the Company, the Bank and their respective subsidiaries and affiliates, including, without limitation, customer lists, credit information, organization, pricing, mark-ups, commissions, and other information and that all such information constitutes valuable, special and unique property of the Company, the Bank and their subsidiaries and affiliates. Such information is herein referred to as “Trade Secrets”. Executive will not disclose or directly or indirectly utilize, in any manner, any such Trade Secrets for her own benefit or the benefit of anyone other than the Company, Bank and their subsidiaries and affiliates during the term of this Agreement or disclose Trade Secrets to anyone other than bank regulatory agencies or to a court. In the event of a breach or threatened breach by Executive of the provisions of this Section 6(b), the Company, the Bank, or any subsidiary or affiliate of the Company or the Bank shall be entitled to an injunction or temporary restraining order preventing Executive and any others from disclosing or utilizing, in whole or in part, such Trade Secrets. Nothing herein shall be construed as prohibiting or limiting the Company, Bank, or any subsidiary or affiliate of the Company or the Bank from also exercising any other available rights or remedies for such breach or threatened breach, including, without limitation, the recovery of damages from Executive or others.