Exhibit 10.2
**EMPLOYMENT AGREEMENT**
     ThisEmployment Agreement (the “Agreement”) is made as of this15th day ofMarch, 2004, by and between United Heritage Bank (the “Bank”), and Shirley L.Tyler (the “Executive”).
**WITNESSETH:**
     WHEREAS, the Bank desires to retain the services of and employ theExecutive, and the Executive desires to provide services to the Bank, pursuantto the terms and conditions of this Agreement.
     NOW, THEREFORE, in consideration of the promises and of the covenants andagreements herein contained, the Bank and the Executive covenant and agree asfollows:
     1. Employment. Pursuant to the terms and conditions of this Agreement,the Bank agrees to employ the Executive and the Executive agrees to renderservices to the Bank as set forth herein. The Employment Agreement between theExecutive and the Bank dated March 15, 2001 is hereby terminated and replacedby this Agreement.
     2. Position and Duties. During the term of this Agreement, the Executiveshall serve as Chief Financial Officer and Senior Vice President of the Bank,and shall undertake such duties, consistent with such titles, as may beassigned to her from time to time by the President and Chief Executive Officeror the Board of Directors of the Bank (referred to as the “Board”), includingassisting in keeping the Bank in compliance with applicable laws andregulations. In performing hers duties pursuant to this Agreement, theExecutive shall devote her full business time, energy, skill and best effortsto promote the Bank and its business and affairs; provided that, subject toSections 10, 12 and 13 of this Agreement, the Executive shall have the right tomanage and pursue personal and family interests, and make passive investmentsin securities, real estate, and other assets, and also to participate incharitable and community activities and organizations, so long as suchactivities do not adversely affect the performance by Executive of her dutiesand obligations to the Bank.
     3. Term. The initial term of employment pursuant to this Agreement shallbe for a period of three years, commencing with the date hereof and expiring(unless sooner terminated as otherwise provided in this Agreement or unlessotherwise renewed or extended as set forth herein) on the third anniversary ofthis Agreement, which date, including any earlier date of termination or anyextended expiration date, shall be referred to as the “Expiration Date.”Subject to the provisions of Section 8 of this Agreement, the term of thisAgreement and the employment of the Executive by the Company hereunder shall bedeemed automatically renewed for successive periods of three years on eachanniversary date of this Agreement commencing with the first anniversary ofthis Agreement (*i.e.*, March 15, 2005), unless the Executive receives writtennotice from the Company that the term of this Agreement will not beautomatically
 

 

renewed. In the event of the Executive’s receipt of such notice from theCompany that the term of this Agreement will not be renewed, then the term ofthis Agreement shall end on the anniversary date of this Agreement occurringthree years after the anniversary date first occurring after the date suchnotice is given. As an illustration of the foregoing, if such notice weregiven by the Company to the Executive on a date in 2005 before the firstanniversary date of this Agreement, then the term of this Agreement would endon the anniversary date of this Agreement in 2008. If notice were given by theCompany to the Executive on a date in 2005 after the first anniversary date ofthis Agreement, then the term of this Agreement would end on the anniversarydate in 2009. After termination of the employment of the Executive for anyreason whatsoever, the Executive shall continue to be subject to the provisionsof Sections 10 through 17, inclusive, of this Agreement; provided, however,that the Executive shall not be subject to the provisions of Sections 12 or 13where the employment of the Executive is terminated by the Executive for GoodReason (as defined in Section 8) or pursuant to Sections 8(e) or 8(f), or wherethe term of employment is not renewed pursuant to this Section 3.
     4. Compensation. During the term of this Agreement, the Bank shall pay orprovide to the Executive as compensation for the services of the Executive setforth in Section 2 hereof:
          (a) A base annual salary of at least $104,000.00 until December 31, 2004,payable in such periodic installments consistent with other employees of theBank (such base salary to be subject to increase by the Board in itsdiscretion); and
          (b) Such individual bonuses and other compensation to the Executive as maybe authorized by the Board from time to time.
     5. Benefits and Insurance. The Bank shall provide to the Executive suchmedical, health, and life insurance as well as any other benefits as the Boardshall determine from time to time. At a minimum, the Executive shall beentitled to (i) participate in all employee benefit plans offered to the Bank’semployees generally, and (ii) life insurance coverage (payable to suchbeneficiary as the Executive may designate from time to time). The Executivealso shall be entitled to participate in any group disability plan maintainedby the Bank, with the Bank paying to the Executive her base annual salaryduring any waiting period imposed by such plan for the receipt of disabilitybenefits thereunder. All benefits referred to herein shall be provided atreasonable levels and within reasonable time after the commencement of theExecutive’s employment pursuant to the terms of this Agreement.
     6. Vacation. The Executive may take up to three weeks of vacation time atsuch periods during each year as the President and Chief Executive Officer andthe Executive shall determine from time to time. The Executive shall beentitled to full compensation during such vacation periods.
     7. Reimbursement of Expenses. The Bank shall reimburse the Executive forreasonable expenses incurred in connection with her employment hereundersubject to guidelines issued from time to time by the Board and upon submissionof documentation in conformity with
 

 

applicable requirements of federal income tax laws and regulations supportingreimbursement of such expenses.
     8. Termination. The employment of the Executive may be terminated asfollows:
          (a) By the Bank, by action taken by its Board or President and ChiefExecutive Officer, at any time and immediately upon written notice to theExecutive if said discharge is for cause. In the notice of terminationfurnished to the Executive under this Section 8(a), the reason or reasons forsaid termination shall be given and, if no reason or reasons are given for saidtermination, said termination shall be deemed to be without cause and thereforetermination pursuant to Section 8(f). Any one or more of the followingconditions shall be deemed to be grounds for termination of the employment ofthe Executive for cause under this Section 8(a):
               (i) If the Executive shall fail or refuse to comply with the obligationsrequired of her as set forth in this Agreement or comply with the policies ofthe Bank established by the President and Chief Executive Officer and/or theBoard from time to time, including but not limited to, policies creating orestablishing performance standards related to acceptable profitability levels.Said performance standards shall be reasonable in nature and reflect customarybusiness practices and profit expectations within the banking industry for likebanking institutions similar in size and market; *provided, however,*that forthe first two such failures or refusals, the Executive shall be given writtenwarnings (each providing at least a 10 day period for an opportunity to cure),and the third failure or refusal shall be grounds for termination for cause;
               (ii) If the Executive shall have engaged in conduct involving fraud,deceit, personal dishonesty, or breach of fiduciary duty, which in any suchcase has adversely affected, or may adversely affect, the business orreputation of the Bank;
               (iii) If the Executive shall have willfully violated any banking law orregulation, memorandum of understanding, cease and desist order, or otheragreement with any banking agency having jurisdiction over the Bank;
               (iv) If the Executive shall have become subject to continuing intemperancein the use of alcohol or drugs which has adversely affected, or may adverselyaffect, the business or reputation of the Bank; or
               (v) If the Executive shall have filed, or had filed against him, anypetition under the federal bankruptcy laws or any state insolvency laws.
               In the event of termination for cause, the Bank shall pay the Executiveonly salary, vacation, and bonus amounts accrued and unpaid as of the effectivedate of termination.
 

 

          (b) By the Executive upon the lapse of 10 days following written notice bythe Executive to the Bank of termination of her employment hereunder for GoodReason (as defined below), which notice shall reasonably describe the GoodReason for which the Executive’s employment is being terminated; *provided,however*, that if the Good Reason specified in such notice is such that there isa reasonable prospect that it can be cured with diligent effort within 10 days,the Bank shall have a reasonable time (having regard for the nature of the GoodReason) to cure such Good Reason, which time shall not in any event exceed 10days from the date of such notice, and the Executive’s employment shallcontinue in effect during such reasonable time so long as the Bank makesdiligent efforts during such time to cure such Good Reason. If such GoodReason shall be cured by the Bank during such reasonable time, the Executive’semployment and the obligations of the Bank hereunder shall not terminate as aresult of the notice which has been given with respect to such Good Reason.Cure of any Good Reason with or without notice from the Executive shall notrelieve the Bank from any obligations to the Executive under this Agreement orotherwise and shall not affect the Executive’s rights upon the reoccurrence ofthe same, or the occurrence of any other, Good Reason. For purposes of thisAgreement, the term “Good Reason” shall mean any material breach by the Bank ofany provision of this Agreement, any significant reduction, without theExecutive’s prior written consent, in the duties, responsibilities, authorityor title of the Executive as an officer of the Bank, or if the Executive’semployment is terminated by the Bank for any reason other than cause.
          If the Executive’s employment is terminated by the Executive for GoodReason, the Bank shall, for a period of one year after said termination;
               (i) continue to pay to the Executive the base annual salary in effectunder Section 4(a) on the date of said termination (or, if greater, the highestannual salary in effect for the Executive within the 36 month period prior tosaid termination) plus an annual amount equal to any bonus paid by the Bank tothe Executive during the 12 month period prior to said termination; and
               (ii) reimburse the Executive for continued coverage in accordance with theConsolidated Omnibus Budget Reconciliation Act under the Bank’s medicalinsurance plan.
          (c) By the Executive upon the lapse of 30 days following written notice bythe Executive to the Bank of her resignation from the Bank for other than GoodReason; *provided, however*, that the Bank, in its discretion, may cause suchtermination to be effective at any time during such 30-day period. If theExecutive’s employment is terminated because of the Executive’s resignation,the Bank shall be obligated to pay to the Executive any salary, vacation, andbonus amounts accrued and unpaid as of the effective date of such resignation.
          (d) If the Executive’s employment is terminated by the death or disability(as defined in the disability plan maintained by the Bank) of the Executive,this Agreement shall automatically terminate, and the Bank shall be obligatedto pay to the Executive or the Executive’s estate (i) any salary, vacation, andbonus amounts accrued and unpaid at the date of
 

 

termination of employment and (ii) in the case of disability, the Bank shallcontinue to pay to the Executive the Executive’s salary for a period until theearlier of 12 months following the termination of the Executive’s employment asa result of disability or the end of any waiting period of disability insurancemaintained by the Bank on the Executive.
          (e) Upon a Change of Control, in which event the Executive shall beentitled to receive at the closing of such Change of Control an amount equal tothe sum of (i) the base annual salary in effect under Section 4(a) on the dateof such termination (or, if greater, the highest annual salary in effect forthe Executive within the 36-month period prior to said termination) plus (ii)the average annual bonus received by the Executive during the three year periodprior to such termination. For purposes of this Agreement, a Change of Controlshall mean a merger or acquisition in which the Company or the Bank is not thesurviving entity, or the acquisition by any individual or group of beneficialownership of more than 50% of the outstanding shares of the Company commonstock. The term “group” and the concept of beneficial ownership shall havesuch meanings ascribed thereto as set forth in the Securities Exchange Act of1934, as amended (the “1934 Act”), and the regulations and rules thereunder.
          (f) By the Bank, by action taken by its Board, at any time if saiddischarge is without cause. If the Executive’s employment is terminated by theBank without cause, the Bank shall, for a period of one year after saidtermination;
               (i) continue to pay to the Executive the base annual salary in effectunder Section 4(a) on the date of said termination (or, if greater, the highestannual salary in effect for the Executive within the 36 month period prior tosaid termination) plus an annual amount equal to any bonus paid by the Bank tothe Executive during the 12 month period prior to said termination; and
               (ii) reimburse the Executive for continued coverage in accordance with theConsolidated Omnibus Budget Reconciliation Act under the Bank’s medicalinsurance plan.
     9. Notice. All notices permitted or required to be given to either partyunder this Agreement shall be in writing and shall be deemed to have been given(a) in the case of delivery, when addressed to the other party as set forth atthe end of this Agreement and delivered to said address, (b) in the case ofmailing, three days after the same has been mailed by certified mail, returnreceipt requested, and deposited postage prepaid in the U.S. Mails, addressedto the other party at the address as set forth at the end of this Agreement,and (c) in any other case, when actually received by the other party. Eitherparty may change the address at which said notice is to be given by deliveringnotice of such to the other party to this Agreement in the manner set forthherein.
     10. Confidential Matters. The Executive is aware and acknowledges thatthe Executive shall have access to confidential information by virtue of heremployment. The Executive agrees that, during the period of time the Executiveis retained to provide services to the Bank, and thereafter subsequent to thetermination of Executive’s services to the Bank for
 

 

any reason whatsoever, the Executive will not release or divulge anyconfidential information whatsoever relating to the Bank or its business, toany other person or entity without the prior written consent of the Bank.Confidential information does not include information that is available to thepublic or which becomes available to the public other than through a breach ofthis Agreement on the part of the Executive. Also, the Executive shall not beprecluded from disclosing confidential information in furtherance of theperformance of her services to the Bank or to the extent required by any legalproceeding.
     11. Injunction Without Bond. In the event there is a breach or threatenedbreach by the Executive of the provisions of Sections 10, 12, or 13, the Bankshall be entitled to an injunction without bond to restrain such breach orthreatened breach, and the prevailing party in any such proceeding will beentitled to reimbursement for all costs and expenses, including reasonableattorneys’ fees in connection therewith. Nothing herein shall be construed asprohibiting the Bank from pursuing such other remedies available to it for anysuch breach or threatened breach including recovery of damages from theExecutive.
     12. Noncompetition. The Executive agrees that during the period of timethe Executive is retained to provide services to the Bank, and thereafter for aperiod of one year subsequent to the termination of Executive’s services to theBank for any reason whatsoever (except where the employment of the Executive isterminated by the Executive for Good Reason or pursuant to Sections 8(e) or8(f), or where the term of employment is not renewed pursuant to Section 3),Executive will not enter the employ of, or have any interest in, directly orindirectly (either as executive, partner, director, officer, consultant,principal, agent or employee), any other bank or financial institution or anyentity which either accepts deposits or makes loans (whether presently existingor subsequently established) and which has an office located within a radius of50 miles of any office of the Bank; *provided, however*, that the foregoing shallnot preclude any ownership by the Executive of an amount not to exceed 5% ofthe equity securities of any entity which is subject to the periodic reportingrequirements of the 1934 Act and the shares of Bank common stock owned by theExecutive at the time of termination of employment.
     13. Nonsolicitation; Noninterference. The Executive agrees that duringthe period of time the Executive is retained to provide services to the Bank,and thereafter for a period of one year subsequent to the termination ofExecutive’s services to the Bank for any reason whatsoever (except where suchtermination is by the Executive for Good Reason or pursuant to Sections 8(e) or8(f), or where the term of employment is not renewed pursuant to Section 3),the Executive will not (a) solicit for employment by Executive, or anyone else,or employ any employee of the Bank or any person who was an employee of theBank within 12 months prior to such solicitation of employment; (b) induce, orattempt to induce, any employee of the Bank to terminate such employee’semployment; (c) induce, or attempt to induce, anyone having a businessrelationship with the Bank to terminate or curtail such relationship or, onbehalf of himself or anyone else, compete with the Bank; (d) knowingly make anyuntrue statement concerning the Bank or its directors or officers to anyone; or(e) permit anyone controlled by the Executive, or any person acting on behalfof the Executive or anyone controlled by an employee of the Executive to do anyof the foregoing.
 

 

     14. Remedies. The Executive agrees that the restrictions set forth inthis Agreement are fair and reasonable. The covenants set forth in thisAgreement are not dependent covenants and any claim against the Bank, whetherarising out of this Agreement or any other agreement or contract between theBank and Executive, shall not be a defense to a claim against Executive for abreach or alleged breach of any of the covenants of Executive contained in thisAgreement. It is expressly understood by and between the parties hereto thatthe covenants contained in this Agreement shall be deemed to be a series ofseparate covenants. The Executive understands and agrees that if any of theseparate covenants are judicially held invalid or unenforceable, such holdingshall not release her from her obligations under the remaining covenants ofthis Agreement. If in any judicial proceedings, a court shall refuse toenforce any or all of the separate covenants because taken together they aremore extensive (whether as to geographic area, duration, scope of business orotherwise) than necessary to protect the business and goodwill of the Bank, itis expressly understood and agreed between the parties hereto that thoseseparate covenants which, if eliminated or restricted, would permit theremaining separate covenants or the restricted separate covenant to be enforcedin such proceeding shall, for the purposes of such proceeding, be eliminatedfrom the provisions of this Agreement or restriction, as the case may be.
     15. Invalid Provision. In the event any provision should be or becomeinvalid or unenforceable, such facts shall not affect the validity andenforceability of any other provision of this Agreement. Similarly, if thescope of any restriction or covenant contained herein should be or become toobroad or extensive to permit enforcement thereof to its full extent, then anysuch restriction or covenant shall be enforced to the maximum extent permittedby law, and Executive hereby consents and agrees that the scope of any suchrestriction or covenant may be modified accordingly in any judicial proceedingbrought to enforce such restriction or covenant.
     16. Governing Law; Venue. This Agreement shall be construed in accordancewith and shall be governed by the laws of the State of Florida. The sole andexclusive venue for any action arising out of this Agreement shall be a federalor state court situated in Orange County, Florida, and the parties to thisAgreement agree to be subject to the personal jurisdiction of such Court andthat service on each party shall be valid if served by certified mail, returnreceipt requested or hand delivery.
     17. Attorneys’ Fees and Costs. In the event a dispute arises between theparties under this Agreement and suit is instituted, the prevailing party shallbe entitled to recover her or its costs and attorneys’ fees from thenonprevailing party. As used herein, costs and attorneys’ fees include anycosts and attorneys’ fees in any appellate proceeding.
     18. No Third Party Beneficiary. This Agreement is solely between theparties hereto, and no person not a party to this Agreement shall have anyrights hereunder, either as a third party beneficiary or otherwise. The rightsand obligations of the parties under this Agreement shall inure to the benefitof and shall be binding upon their respective successors and legalrepresentatives.
 

 

     19. Effect on Other Agreements. This Agreement and the terminationthereof shall not affect any other agreement between the Executive and theBank, and the receipt by the Executive of benefits thereunder.
     20. Miscellaneous. The rights and duties of the parties hereunder arepersonal and may not be assigned or delegated without the prior written consentof the other party to this Agreement. The captions used herein are solely forthe convenience of the parties and are not used in construing this Agreement.Time is of the essence of this Agreement and the performance by each party ofits or her duties and obligations hereunder.
     21. Complete Agreement. This Agreement constitutes the complete agreementbetween the parties hereto and incorporates all prior discussions, agreementsand representations made in regard to the matters set forth herein. ThisAgreement may not be amended, modified or changed except by a writing signed bythe party to be charged by said amendment, change or modification.
     IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate first above written.    UNITED HERITAGE BANK    By:     /s/David G. Powers                                                                     David G. Powers            President and Chief Executive Officer    “EXECUTIVE”             /s/ Shirley L. Tyler                                                              Shirley L. Tyler, individually Address: