ex10_2.htm


    
 

    
      

      

    

    
 

    AMENDED
      & RESTATED

    EMPLOYMENT
      AGREEMENT

    BY
      AND BETWEEN

    FIRST
      PEOPLES BANK AND DAVID W. SKILES

    


     

    THIS
      AMENDED & RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered
      into this 5th day of September 2007, by and between First Peoples Bank (the
      “Bank” or “Employer”) and David W. Skiles (“Employee”).  Employer and
      Employee are collectively referred to herein as the “Parties.”

     

    RECITALS

     

    WHEREAS,
      Employer wishes to retain Employee as the Bank’s Chief Executive Officer and
      President to perform the duties and responsibilities as are described in this
      Agreement and as the Bank’s Board of Directors (“Board”) may assign to Employee
      from time to time; and

     

    WHEREAS,
      Employee desires to serve as the Employer’s Chief Executive Officer and
      President 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:

     

    OPERATIVE
      TERMS

     

      1.
      Employment and Term. Employer shall employ
      Employee pursuant to the terms of this Agreement to perform the services
      specified in Section 2 herein.  The term of employment under this
      Agreement shall be for a period of three years, commencing on August 1, 2007
      (“Effective Date”).  On each anniversary of the Effective Date, this
      Agreement shall be automatically renewed for one additional year until July
      31,
      2012, after which there will be no further renewals of this
      Agreement.  Either Party, however, may terminate the renewals of this
      Agreement at any time by giving the other Party written notice of its intent
      not
      to renew.  Upon such written notice, the Agreement shall expire at the
      end of the remaining term.

      

      The
      Board
      or its Compensation Committee shall, on at least an annual basis, review
      Employee’s performance and this Agreement to determine if the Agreement’s
      renewals should be continued.  The Board’s or its Compensation
      Committee’s decision shall be included in its meeting minutes.

      

      2.  Position,
      Responsibilities, and Duties. During the term of this Agreement,
      Employee shall devote all of his working time, attention, skill, and best
      efforts to accomplish and faithfully perform all of the duties assigned to
      Employee on a full-time basis. Employee shall, at all times, conduct himself
      in
      a manner that will reflect positively upon the Employer. Employee shall obtain
      and maintain such licenses, certificates, accreditations, and professional
      memberships and designations as the Employer may reasonably require. Employee
      shall also have the specific duties prescribed in Schedule
      A.

    


    3.Compensation
      and Benefits.  During the term of this Agreement Employee
      shall be compensated as described in Schedule B.

     

    


    4.Payment
      of Business Expenses. Employee is authorized to incur reasonable
      expenses in performing his duties hereunder. Employer will reimburse Employee
      for authorized expenses, according to the Employer’s established policies,
      promptly after Employee’s presentation of an itemized accounting of such
      expenditures.

    


    5.
      Illness or Incapacity.

    


    (a)Duration:  Employee
      shall be paid his full Base Salary (as defined in Schedule B) for any
      period of his illness or incapacity for up to six consecutive months; provided,
      however, that Employer shall be responsible only for that portion of Employee’s
      Base Salary which is not covered by any disability insurance provided through
      the Employer. If Employee’s illness renders him unable to perform his duties
      under this Agreement for a period longer than six consecutive months, at the
      end
      of such six-month period or any such time thereafter, Employer may terminate
      Employee’s employment for Cause, as provided in Section 6(b).  This
      Agreement may be terminated by the Bank after any such six-month
      period.

    


    (b)
      Continuation of Coverages: Notwithstanding
      any contrary provision herein, following any termination of Employee’s
      employment and this Agreement pursuant to Section 5(a), Employer will continue
      to pay for any other life, health, and disability coverages for Employee
      substantially identical to the coverages maintained prior to Employee’s
      termination until the earlier of:

    


    
      	
              (i)  

            	
              Employee’s
                full time employment by another
                Person;

            


    

    


    
      	
              (ii)  

            	
              one
                year after the date of such termination (with the exception of any
                disability insurance coverage in place, which shall be governed by
                the
                terms of such policy); or

            


    

    


    (iii)           the
      date of Employee’s death.

     

    
      	
               

            	
              6.
                Termination for Other than Illness or
                Incapacity.

            


    

     

    (a)Death:
      This Agreement shall immediately terminate upon Employee’s death, in which
      instance Employer shall pay to Employee’s estate any compensation accrued, but
      not yet paid.

    


    (b)
      Termination for Cause: The Employer shall
      have the right, at any time, upon written notice of termination satisfying
      the
      requirements of Section 8 herein, to terminate Employee’s employment hereunder,
      including termination for Cause as determined by the Board of Directors. A
      termination for Cause shall be effective immediately upon effectiveness of
      a
      notice of termination. For the purpose of this Agreement, termination for
“Cause” shall mean termination for:

    


    
      	
              (i)  

            	
              personal
                dishonesty resulting (directly or indirectly) in gain to or personal
                enrichment of Employee at the expense of Employer, breach of fiduciary
                duty, violation of any law, rule, or regulation (other than minor
                traffic
                violations or similar situations), violation of a final cease-and-desist
                order, or personal default on indebtedness which is not corrected
                within
                10 days from the date of default;
                and/or

            


    

    


    
      	
              (ii)  

            	
              insubordination,
                conduct unbecoming of a senior officer of a financial institution
                which
                could have a material negative reflection on the Employer, or materially
                failing to perform the duties stated in Schedule A of this
                Agreement (i.e., materially failing to perform the essential duties
                of
                Employee’s position).

            


    

    


    In
      the
      event Employee is terminated for Cause for one of the reasons listed in (i)
      or
      (ii), Employee shall have no right to compensation or other benefits for any
      period after such date of termination, other than compensation which was
      accrued, but not yet paid, and in the case of termination pursuant to Section
      5,
      the continuation of coverages as described in Section 5(b).

     

    


     

    In
      the
      event Employee is terminated for Cause for one of the reasons listed in (ii),
      Employee shall have five days to appeal such termination in writing to the
      Board. If Employee fails to appeal the termination within such five day period,
      such termination shall become final and non-appealable.

     

    


    If
      Employee does appeal a termination for Cause for one of the reasons listed
      in
      (ii), Employee and Employer shall follow the dispute resolution procedures
      described in Section 13(a) herein.

    


    (c)  Other
      Termination by Employer:  If Employee is terminated by
      Employer other than for Cause, Employee’s right to severance benefits under this
      Agreement shall be as set forth in Sections 6(f) and 6(g) herein.

    


    (d)
      Termination for Good Reason: Employee may
      terminate his employment hereunder for Good Reason by delivering a notice of
      termination (as defined in Section 8). For purposes of this Agreement, “Good
      Reason” shall mean a failure by the Bank to comply with any material provision
      of this Agreement, which failure has not been cured within 15 business days
      after a notice of such noncompliance has been given by the Employee to the
      Bank.
      In the event Employee terminates his employment for Good Reason, he shall be
      entitled to severance benefits as set forth in Sections 6(f) and
      6(g).

    


    (e)Termination
      by Employee: Employee may terminate his employment hereunder and
      this Agreement for any reason, by providing ninety (90) days notice of
      termination (as provided in Section 8). In such event, Employee shall have
      no
      right to compensation or other benefits after the date of termination, except
      that for which is accrued but yet unpaid.

    


    (f)  Severance
      Payment:  If Employee is entitled to severance benefits
      under Sections 6(c) or 6(d), Employee shall be paid, as severance, the total
      current Base Salary (as defined in Schedule B) due for a period of 12
      months from the date of Employee’s termination. Any such payments shall be made
      in substantially equal semi-monthly installments on the 15th and last
      days of
      each month until paid in full, and shall only be paid subject to Employee’s
      execution of a full release in favor of the Employer for any potential claims
      related to this Agreement or to Employee’s employment with the
      Employer.

    


    (g)  Additional
      Severance Benefits: If Employee is entitled
      to severance benefits under Sections 6(c) or 6(d), the Employer shall maintain
      in full force and effect, for the continued benefit of the Employee any Employee
      benefit plans and programs in which the Employee was entitled to participate
      immediately prior to the date of termination for the shorter of:

    


    
      	
               

            	
              (i)

            	
              one
                year; or

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                period of time ending on the date Employee becomes eligible for
                participation in comparable plans provided by another
                employer.

            


    

    


    Provided,
      however, that the Employee’s continued participation in the Employer’s benefit
      plans and programs is possible under the general terms and provisions of such
      plans and programs.

    


    (h)Termination
      Resulting from Change-in-Control: In the event of Employee’s
      termination resulting from a Change-in-Control (as defined in Schedule
      B), Employee shall be entitled to the Change-in-Control payment set forth
      in Schedule B.

     

    7.Regulatory
      Provisions. Employer and Employee acknowledge that the laws and
      regulations governing the Parties require that the employment of Employee be
      governed by certain standards contained in those laws and regulations. To that
      end, the Parties agree to be bound by the following provisions:

     

    (a)
      Suspension/Temporary Prohibition: If the
      Employee is suspended and/or temporarily prohibited from participating in the
      conduct and affairs of the Bank by a notice served under Sections 8(e) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. §1818(e)(3) and (g)(1)),
      Employer’s obligations under this Agreement shall be suspended as of the date of
      such service unless stayed by appropriate proceedings. If the charges and the
      notice are dismissed, Employer may in its discretion:

     

    
      	
               

            	
              (i)

            	
              pay
                the Employee all or part of his compensation withheld while the
                obligations under this Agreement are suspended;
                and/or

            


    

     

    
      	
               

            	
              (ii)

            	
              reinstate
                (in whole or part) any of Employer’s obligations which were
                suspended.

            


    

     

    


    (b)Permanent
      Prohibition: If the Employee is removed and/or permanently
      prohibited from participating in the conduct and affairs of the Bank by an
      order
      issued under Sections 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act
      (12
      U.S.C. §1818(e)(4) or (g)(1)), all of Employer’s obligations under this
      Agreement shall terminate as of the effective date of the order, but the
      Employee’s vested rights, if any shall not be affected.

    


    (c)
      Default Under FDIA: If the Bank is in default
      (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all
      obligations under this Agreement shall terminate as of the date of default,
      but
      this subsection of this Agreement shall not affect the Employee’s vested rights
      if any.

    


    8.Notice
      of Termination.

     

    


    (a)Specificity:
      Any termination of Employee’s employment by Employer or by Employee shall be
      communicated by written notice of termination to the other Party.  For
      purposes of this Agreement, a “notice of termination” shall mean a dated notice
      which shall:

    


    
      	
              (i)  

            	
              indicate
                the specific relevant termination provision in the
                Agreement;

            


    

    


    
      	
              (ii)  

            	
              set
                forth in reasonable detail the facts and circumstances claimed to
                provide
                a basis for termination of Employee’s employment under the provision;
                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, unless
                another Section of the Agreement requires or permits a different
                effective
                date.

            


    

    


    (b)Delivery
      of Notices: All notices or resignations 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 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 Employer’s corporate headquarters. All
      such notices shall be deemed made five days after having been deposited in
      the
      mail if sent via first-class certified or registered mail, or upon delivery
      if
      by hand delivery or if sent via overnight carrier. Either Party, by notice
      in
      writing, may change or designate the place for receipt of all such
      notices.

    


    9.Post-Termination
      Obligations. After Employee’s termination, Employer shall pay to
      Employee such payments and benefits as are required pursuant to this Agreement;
      provided, however, any such payments shall be subject to Employee’s
      post-termination cooperation. Such cooperation shall include the
      following:

     

    (a)
      Employee shall furnish such information and assistance as may be
      reasonably required by Employer in connection with any litigation or settlement
      of any dispute between Employer and a customer or other third parties (including
      without limitation serving as a witness in court or other
      proceedings);

     

    (b)
      Employee shall provide such information or assistance to Employer
      in
      connection with any regulatory examination by any state or federal regulatory
      agency;

     

    (c)
      Employee shall keep the Employer’s trade secrets and other proprietary
      or confidential information secret to the fullest extent practicable, subject
      to
      compliance with all applicable laws;

     

     

    (d)
      Employee shall return any and all of Employer’s property, including,
      but not limited to, keys, credit cards, manuals, and other written materials;
      and

     

     

    (e)
      Employee shall execute a full release of all potential claims related
      to this Agreement or to Employee’s employment with the Employer in favor of the
      Employer.

     

    Upon
      submission of proper receipts, Employer shall promptly reimburse Employee for
      any reasonable expenses incurred by Employee in complying with the provisions
      of
      this Section.

     

    


    10.  Indebtedness.
      If during the term of this Agreement, Employee becomes indebted to Employer,
      for
      any reason, Employer may, at its election, set off and collect any sums due
      Employer out of any amounts which Employer may owe Employee pursuant to the
      terms of this Agreement. Furthermore, upon the termination of this Agreement,
      all sums owed to Employer by Employee shall become immediately due and payable.
      Employee shall pay all expenses and Attorneys’ Fees actually or necessarily
      incurred by Employer in connection with any collection proceeding for Employee’s
      indebtedness. Notwithstanding any of the foregoing, any indebtedness to
      Employer, secured by a mortgage on Employee’s residence shall not be subject to
      the foregoing provisions, but shall be governed by the loan documents evidencing
      such indebtedness.

    


    11.  Maintenance
      of Trade Secrets and Confidential Information. Employee shall use
      his best efforts and utmost diligence to guard and protect all of the Employer’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 Employer’s customers, methods of operation, marketing or promotional methods,
      processes, techniques, systems, formulas, or programs, trade secrets, or other
      confidential information relating to Employer’s  business. Upon
      termination of this Agreement or Employee’s employment, for any reason, Employee
      shall immediately return and deliver to Employer all records and papers and
      all
      materials which bear employment trade secrets or confidential
      information.

    


    12.  Competitive
      Activities.

    


    
      	 	
              (a)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 in, participate in, become
                a
                director of, render advisory or other services to, become employed
                by, or
                make any financial investment in any firm, corporation, business
                entity,
                or business enterprise competitive with or to any business of the
                Employer. Notwithstanding the foregoing, Employee shall not be precluded
                or prohibited from owning passive investments, including investments
                in
                the securities of other financial institutions. Employee, however,
                shall
                be prohibited from making any investments or commitments of time,
                accepting any positions or participating in any activities, which
                cause
                Employee to devote time to such investments, commitments, positions,
                or
                activities, which interfere with Employee’s position with and obligations
                to the Bank.

            


    

    
      	 	
              (b)  Agreement
                Not to Compete: Employee acknowledges that by virtue of his
                employment with Employer, 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 six months 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, with any federally-insured
                financial
                institution, financial holding company, bank holding company, or
                other
                financial services provider located in St. Lucie County, Florida,
                or any
                other county wherein a branch office of the Bank is located or
                contemplated, or with anyone whose intent it is to organize another
                such
                company or entity located in any of the above described
                counties.

            


    

    


    
      	 	
              (c)  Non-solicitation:  Employee
                further agrees that for a period of six months following the termination
                of Employee’s employment hereunder for any reason, Employee shall not,
                directly or indirectly:

            


    

    


    
      	 	
              (i)
                solicit the business of any then current customer (e.g., borrower
                or
                depositor) of the Bank, regardless of whether or not Employee was
                responsible for generating such customer’s business for the Bank;
                or

            


    

    


    
      	 	
              (ii)
                solicit any employees of Employer.

            


    

    


    Employee
      hereby agrees that the duration of the anti-competitive covenants set forth
      herein are reasonable, and that the geographic scope is not unduly
      restrictive.

     

    13.
      Remedies for Breach.

     

     

    (a)Mediation:
      The Parties agree that, except for the specific remedies for injunctive relief
      as contained in Section 13(b), in the event a dispute arises between the
      parties, the parties agree that they shall participate in at least four hours
      of
      mediation with a Florida Supreme Court Mediator prior to commencing any
      litigation over any controversy or claim arising out of or relating to this
      Agreement or any breach hereof, including, without limitation, any claim that
      this Agreement or any portion hereof is invalid, illegal, or otherwise voidable.
      Employer agrees to bear the costs of the mediation. The mediation shall take
      place at a mutually agreeable site in St. Lucie County, Florida.

     

    


      (b)
      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 Employer in the event of
      Employee’s violation of the provisions of Sections 11 and 12 of this Agreement.
      Thus, in the event of a breach of any of the provisions of such Sections,
      Employee agrees that Employer, upon application to a court of competent
      jurisdiction, shall be entitled to an injunction restraining Employee from
      any
      further breach of the terms and provisions of such Sections. Should Employer
      prevail in an action seeking such an injunction, Employee shall pay all costs
      and Attorneys’ Fees incurred by Employer in and relating to obtaining such
      injunction. Employee’s sole remedy, in the event of the wrongful entry of such
      injunction, shall be the dissolution of such injunction and recovery of
      Attorneys’ Fees. Employee hereby waives any and all claims for damages by reason
      of the wrongful issuance of any such injunction.

    


      (c)
      Cumulative Remedies: Notwithstanding any other provision of this
      Agreement, the injunctive relief described in Section 13(b) herein and all
      other
      remedies provided for in this Agreement which are available to Employer as
      a
      result of Employee’s breach of this Agreement, are in addition to and shall not
      limit any and all remedies existing at law or in equity which may also be
      available to Employer.

    


    14.
      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 Employer,
      and to the extent applicable, its successors and assigns, including, without
      limitation, any Person which may acquire control of all or substantially all
      of
      the Company’s assets and business, or with or into which the Company may be
      consolidated or merged, and this provision shall apply in the event of any
      subsequent merger, consolidation, or transfer.

    


    15.  Attorneys’
      Fees.  In the event that any claim or controversy
      hereunder is the subject of any litigation or mediation between the Parties,
      the
      prevailing Party shall be entitled to an award of all reasonable costs,
      including Attorneys’ Fees.

    


    16.
      Miscellaneous.

     

    (a)Amendment
      of Agreement: Unless as otherwise provided herein, this Agreement
      may not be modified or amended except in writing signed by the
      Parties.

    


    (b)Certain
      Definitions: For purposes of this Agreement, the following terms
      whenever capitalized herein shall have the following meanings:

    


    
      	
              (i)  

            	
              “Person”
                shall mean any natural person, corporation, partnership (general
                or
                limited), trust, association, or any other business
                entity.

            


    

    


    
      	
              (ii)  

            	
              “Attorneys’
                Fees” shall include the reasonable legal fees and disbursements charged
                by
                attorneys and their related travel and lodging expenses, court costs,
                paralegal fees, etc. incurred in arbitration, mediation, settlement
                negotiations, discovery, trial, appeal, or bankruptcy
                proceedings.

            


    

    


    (c)
      Headings for Reference Only: The headings of
      the Sections and the Subsections herein are included solely for convenient
      reference and shall not control the meaning or the interpretation of any of
      the
      provisions of this Agreement.

    


    (d)Governing
      Law/Jurisdiction: This Agreement shall be construed in accordance
      with and governed by the laws of the State of Florida. Any litigation involving
      the Parties and their rights and obligations hereunder shall be brought in
      the
      appropriate court in St. Lucie County, Florida.

    


    (e)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.

    


    (f)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. 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. 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.

    


    (g)
      Waiver: No course of conduct by Employer or
      Employee and no delay or omission of Employer or Employee to exercise any right
      or power given under this Agreement shall:

    


    (i)
      impair the subsequent exercise of any right or power; or

    


    (ii)
      be
      construed to be a waiver of any default or any acquiescence in, or consent
      to,
      the curing of any default while any other default shall continue to exist,
      or be
      construed to be a waiver of such continuing default or of any other right or
      power that shall theretofore have arisen. 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.

    


    (h)
      Pronouns: As used herein, words in the
      singular include the plural, and the masculine include the feminine and neuter
      gender, as appropriate.

    


    (i)
      Recitals: The Recitals set forth at the
      beginning of this Agreement shall be deemed to be incorporated into this
      Agreement by this reference as if fully set forth herein and this Agreement
      shall be interpreted with reference to and in light of such
      Recitals.

    


    (j)
      Amendment and Restatement: This Agreement
      amends and completely restates any other employment agreements previously
      entered into by and between Employee and Employer.  By executing this
      Agreement, Employee completely releases the Bank from any obligations under
      any
      such other agreements.

    


    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
      the day and year first written above.

     

    EMPLOYEE                                                                           FIRST
      PEOPLES BANK

     

    /s/
      David W.
      Skiles                                                      By:           /s/
      Gary A. Berger

    David
      W.
      Skiles                                                                                                Gary
      A. Berger

    Chairman
      of the Board


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    Employee’s
      duties shall specifically include, but not be limited
      to:

     

    
      	
              1.  

            	
              providing
                leadership and guidance with regards to the Bank’s activities so as to
                ensure the short-term and long-term profitability of the Bank, and
                the
                equitable treatment and development of Bank
                employees;

            


    

    


    
      	
              2.  

            	
              making
                recommendations to the Board on a wide range of subjects,
                including:  officer appointments and changes in organization;
                lending activities; new or redesigned services; annual operating
                budget;
                salary and benefit administration; and physical renovations and
                acquisitions;

            


    

    


    
      	
              3.  

            	
              developing,
                in conjunction with the Board and its committees, ongoing short and
                long
                term plans;

            


    

    


    
      	
              4.  

            	
              proposing
                new policies and procedures to accomplish strategic plan objectives
                more
                efficiently;

            


    

    


    
      	
              5.  

            	
              providing
                direct supervision over the Chief Lending Officer, Chief Financial
                Officer, and Chief Operations
                Officer;

            


    

    


    
      	
              6.  

            	
              Overseeing
                the Bank’s marketing efforts to increase the business of the Bank,
                including increasing the Bank’s fee and interest
                income;

            


    

    


    
      	
              7.  

            	
              maintaining
                a high quality management and employee
                team;

            


    

    


    
      	
              8.  

            	
              meeting
                regularly with officers and other key staff, communicating policies
                and
                goals, and delegating responsibility for daily operations and
                administration;

            


    

    


    
      	
              9.  

            	
              keeping
                the Board of Directors informed of financial results of operations,
                the
                status of business, banking competition, and new business
                developments;

            


    

    


    
      	
              10.  

            	
              developing,
                reviewing, and proposing revisions to the Bank’s budgets to ensure that
                its goals and objectives are being
                met;

            


    

    


    
      	
              11.  

            	
              monitoring
                the Bank’s capital position and identifying and evaluating capital raising
                alternatives;

            


    

    


    
      	
              12.  

            	
              identifying
                and evaluating branching opportunities for the
                Bank;

            


    

    


    
      	
              13.  

            	
              evaluating
                the job performance of the Bank’s officers and reporting on such
                performance to the Board;

            


    

    


    
      	
              14.  

            	
              serving
                as a member of the Board of Directors and on such Board committees
                as the
                Board may designate from
                time-to-time;

            


    

    


    
      	
              15.  

            	
              making
                recommendations to the Board regarding salary adjustments and performance
                bonuses for the Bank’s officers;

            


    

    


    
      	
              16.  

            	
              coordinating
                with the Bank’s attorneys, 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;
                and

            


    

    


    
      	
              17.  

            	
              any
                other reasonable job-related duties or responsibilities that the
                Board may
                require from time to time.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    
      	
              1.  

            	
              Base
                Salary: Employee shall receive an annual salary of
                $165,000 (“Base Salary”). Employer may adjust the Base Salary at times
                based upon the Board’s evaluation of Employee’s performance. In no event,
                however, will the Base Salary be reduced without Employee’s written
                concurrence.

            


    

    


    
      	
              2.  

            	
              Performance
                Bonuses: Employee may receive an annual performance
                bonus at the discretion of the Board which shall not exceed 40% of
                the
                Base Salary.

            


    

    


    
      	
              3.  

            	
              Vacation:
                Employee is entitled to five weeks paid vacation time per year on
                a
                non-cumulative basis.

            


    

    


    
      	
              4.  

            	
              Medical
                Benefits and Other Plans: Employee shall be permitted to
                participate in all medical and healthcare benefit plans provided
                by
                Employer to its other employees.

            


    

    


    
      	
              5.  

            	
              Continuing
                Education: Employer will reimburse Employee for
                admission or attendance fees for pre-approved educational meetings
                or
                seminars offered by such organizations as the Florida Bankers
                Association.

            


    

    


    
      	
              6.  

            	
              Automobile
                Allowance: Employee shall receive $550 per month for an
                automobile allowance.

            


    

    


    
      	
              7.  

            	
              Stock
                Options: Employee shall be eligible to participate in
                FPB Bancorp Inc.’s 2005 Stock Compensation Plan in the capacities of both
                an employee and a director.

            


    

    


    
      	
              8.  

            	
              Executive
                Deferred Compensation:  Employee
                shall be compensated by the Employer a matching contribution of up
                to 2.5%
                of Employee’s Base Salary, pursuant to the Executive Deferred Compensation
                Agreement entered into by and between the Employee and Employer,
                dated
                December 23, 2005.

            


    

    


    
      	
              9.  

            	
              Split
                Dollar Benefit: Employer shall be entitled to
                life insurance benefits, $200,000 payable to Employee upon death,
                provided
                by the Employer, in accordance with the terms of the Split-Dollar
                Agreement entered into by and between Employee and Employer dated
                February
                15, 2006.

            


    

    


    
      	
              10.  

            	
              Country
                Club: In connection with
                furthering the Employer’s presence in the community, Employer shall pay
                for Employee’s membership in Pelican Yacht Club, Ft. Pierce, Florida and
                Eagle Marsh Golf Club, Jensen Beach,
                Florida.

            


    

    


    
      	
              11.  

            	
              Other
                Benefits:  Employee shall be entitled to such
                further benefits as described in the Bank’s Employee Manual, as may be
                amended from time to time in the discretion of the
                Bank.

            


    

    


    
      	
              12.  

            	
              Change-in-Control
                Payment: Upon a Change-in-Control of the Employer or FPB
                Bancorp, Inc., Employee shall be entitled to a payment of 2.5 times
                the
                average of his Base Salary for the five years preceding the year
                in which
                the Change-in-Control occurs, in addition to any other benefits provided
                for in this Agreement. A Change-in-Control of the Employer shall
                mean the
                first to occur of any one or more of the
                following:

            


    

    


    
      	
              (i)  

            	
              any
                transaction, whether by merger, consolidation, asset sale,
                recapitalization, reorganization, combination, stock purchase, tender
                offer, reverse stock split, or otherwise, which results in the acquisition
                of, or beneficial ownership (as such term is defined under rules
                and
                regulations promulgated under the Securities Exchange Act of 1934,
                as
                amended) by any person or entity or any group of persons or entities
                (other than the group consisting of a majority of the directors currently
                serving on the Board of Directors as of the date of this Agreement)
                “acting in concert,” as contemplated by Section 225.41 of the Federal
                Reserve Board’s Regulation Y, of 25% or more of the outstanding shares of
                common stock of the Employer or FPB Bancorp, Inc., Employer’s parent
                holding company, (referred collectively as the
                “Company”);

            


    

    


    
      	
              (ii)  

            	
              the
                sale of all or substantially all of the assets of the
                Company;

            


    

    


    
      	
              (iii)  

            	
              the
                liquidation of the Company or a material amount of Company’s
                assets;

            


    

     

    
      	
              (iv)  

            	
              a
                change in the majority of the members of the Company’s Boards of
                Directors, other than through new directors nominated or appointed
                by the
                Company’s respective Nominating Committees or Boards of Directors;
                or

            


    

     

    
      	
              (v)  

            	
              the
                takeover or control of all or substantially all of the operations
                of the
                Company, through any of the means specified
                above.