Unassociated Document


    EXHIBIT 10.1

    EMPLOYMENT
AGREEMENT

    BY
AND BETWEEN

    THE
JACKSONVILLE BANK

    AND

    VALERIE
A. KENDALL


    


    THIS
EMPLOYMENT AGREEMENT ("Agreement"), by and between The Jacksonville Bank, (the
"Bank") and Valerie A. Kendall ("Employee" and, together with the Bank, the
“Parties”), is dated and shall be effective this 13th day of May,
2009 (the “Effective Date”).  It replaces and supersedes any and all
previous agreements, written or oral, with respect to the Employee’s employment
with the Bank.

    


    RECITALS

    


    WHEREAS,
the Bank wishes to retain Employee as its Chief Financial Officer to perform the
duties and responsibilities as are described in this Agreement and as the Bank's
Board of Directors (the "Board") may assign to Employee from time to time;
and

    


    WHEREAS,
Employee desires to be employed by the Bank and to serve as the Bank's Chief
Financial 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:

    


    OPERATIVE
TERMS

    


    
      	
              1.

            	
              Employment and
      Term.  The Bank shall employ Employee pursuant to the
      terms of this Agreement to perform the services specified in Section 2
      herein. The initial term of employment shall be for a period of twelve
      (12) months, commencing on the Effective Date. Upon each new day of the
      twelve (12) month period of employment from the Effective Date until the
      Employee's 65th (sixty-fifth) birthday, the term of this Agreement shall
      be automatically extended for one (1) additional day, to be added to the
      end of the then-existing twelve (12) month term. Accordingly, at all times
      prior to (i) the Employee's attaining age sixty-five (65) or (ii) a Notice
      of Termination, as defined in Section 9(b) (or an actual termination) the
      term of this Agreement shall be twelve (12) full months. However, either
      Party may terminate this Agreement by giving the other Party written
      notice of intent not to renew. The automatic extensions of the term of
      this Agreement shall immediately be suspended upon an employment
      termination by reason of death or disability or retirement, or an
      employment termination made voluntarily by the Employee (other than for
      Good Reason as defined in Section 9(d), or involuntarily for Just Cause as
      defined in Section 9(b)). Additionally, the Board shall, on an annual
      basis, review Employee's performance to determine whether this Agreement
      should continue to be extended. The Board's action will be reflected in
      the Board's meeting minutes.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    In the
event the Employee gives a Notice of Termination, the term of this Agreement
shall expire upon the thirtieth (30th) day following the delivery to the Bank of
such Notice of Termination. Except as otherwise provided in the following
paragraph with respect to a voluntary termination for Good Reason, a voluntary
employment termination by the Employee shall result in the termination of the
rights and obligations of the parties under this Agreement; provided, however,
that the terms and provisions of Section 12 shall continue to
apply.

    


    In the
event the Bank desires to involuntarily terminate the employment of Employee
(for purposes of this Agreement, a voluntary employment termination by the
Employee for Good Reason shall be treated as an involuntary termination of the
Employee's employment without Just Cause), the Bank shall deliver to the
Employee a Notice of Termination, and the following provisions shall
apply:

    


    
      	
               
      

            	
              (a)

            	
              In
      the event the involuntary termination is for Just Cause, this Agreement
      shall terminate immediately upon delivery to the Employee of such Notice
      of Termination.  Such a termination for Just Cause shall result
      in the termination of all rights and obligations of the Parties under this
      Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the event the involuntary termination is without Just Cause, the Employee
      shall be entitled to receive the severance benefits set forth in Sections
      9(f) and 9(g) herein.

            


    

    


    
      	
              2.

            	
              Position, Responsibilities and
      Duties.  During the term of this Agreement, Employee
      shall serve in the following capacities and shall fulfill the following
      responsibilities and duties:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Specific
      Duties:  Employee shall serve as the Bank's Chief Financial
      Officer or in such other position as shall be designated by the Board of
      Directors in its sole discretion.  In such capacity, Employee
      shall have the same powers, duties and responsibilities of supervision and
      management of the Bank usually accorded to Chief Financial Officers of
      similar financial institutions.  In addition, Employee shall use
      her best efforts to perform the duties and responsibilities enumerated in
      this Agreement and any other duties assigned to Employee by the Board and
      to utilize and develop contacts and customers to enhance the business of
      the Bank.  Specifically, Employee shall devote her full business
      time and attention and use her 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)

            	
              serve
      as the Chief Financial Officer of the
Bank;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              perform
      such executive services for the Bank as may be consistent with her titles
      or be assigned to her by the Board;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              serve
      on such  committees as appointed by the Board from time to
      time;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (iv)

            	
              keep
      the other executives of the Bank and the Board informed of important
      developments concerning the Bank's activities, industry developments and
      regulatory initiatives affecting the
Bank;

            


    

    


    
      	
               
      

            	
              (v)

            	
              maintain
      adequate expense records relating to Employee's activities on behalf of
      the Bank;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              coordinate
      with the Bank's other executives 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

            


    

    


    
      	
               
      

            	
              (vii)

            	
              conduct
      and undertake all other activities, responsibilities, and duties normally
      expected to be undertaken and accomplished by a Chief Financial Officer of
      a financial institution similar in scope and operation to the Bank's
      business.

            


    

    


    
      	
               
      

            	
              (viii)

            	
              any
      additional duties specific to Chief Financial
  Officer.

            


    

    


    
      	
               
      

            	
              (b)

            	
              General
      Duties:  During the term of this Agreement, and except for
      illness, vacation periods and leaves of absences, Employee shall devote
      all of her 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 herself
      in a manner that will reflect positively upon the
      Bank.  Employee shall obtain such licenses, certificates,
      accreditations and professional memberships and designations as the Bank
      may reasonably require.  Employee shall join and maintain
      membership in such social and civic organizations as Employee or the Board
      deems appropriate to foster the Bank's contacts and business network in
      the community.

            


    

    


    
      	
              3.

            	
              Compensation.  During
      the term of this Agreement, Employee shall be compensated as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Base
      Salary:  Employee shall receive an annual salary of $145,000
      (the "Base Salary") in equal installments, in accordance with the Bank's
      standard payroll practices, reduced appropriately by deductions for
      federal income withholding taxes, social security taxes and other
      deductions required by applicable laws.  The Bank will in good
      faith review the Employee's Base Salary on an annual basis.  In
      no event, however, will the Base Salary be reduced without Employee's
      written concurrence.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Incentive
      Compensation and Bonus:  Employee shall be entitled to receive
      such incentive compensation and bonuses as may be determined from time to
      time by the Board of Directors.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              Stock
      and Other Benefit Plans:  During the term of this Agreement, the
      Employee will be entitled to participate in and receive the benefits of
      any stock option plans, stock ownership plans, profit-sharing plans,
      401(k) 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.  The Bank shall not
      make any changes in such plans, benefits or privileges which would
      adversely affect the Employee's rights or benefits thereunder, unless such
      change occurs pursuant to a program applicable to all executive officers
      (Vice President or above) of the Bank and does not result in a
      proportionately greater adverse change in the rights of or benefits to the
      Employee as compared with any other executive officer of the
      Bank.  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 this Section 3.

            


    

    


    
      	
              4.

            	
              Payment of Business
      Expenses.  Employee is authorized to incur reasonable
      expenses in performing her 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.

            


    

    


    
      	
              5.

            	
              Vacation and
      Perquisites.  Employee will be entitled to paid vacation
      time each year pursuant to the Bank's policy as it may be revised from
      time to time.  The Employee shall receive the use of an
      automobile or an automobile allowance on terms determined of the Board of
      Directors from time to time.

            


    

    


    
      	
              6.

            	
              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, or to
      be provided, by the Bank for its
employees.

            


    

    


    
      	
              7.

            	
              Disability/Illness.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Illness:  Employee
      shall be paid her full Base Salary for any period of her illness or
      incapacity: provided that such illness or incapacity does not render
      Employee unable to perform her duties under this Agreement for a period
      longer than three (3) consecutive months.  At the end of such
      three (3) month period, the Bank may terminate Employee's employment and
      this Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Disability:  If
      the Bank terminates this Agreement pursuant to Employee's disability as
      determined under Section 7(a) herein, the Bank shall pay to Employee, as a
      disability payment, an amount equal to Employee's monthly Base Salary,
      payable in substantially equal semi-monthly installments on the fifteenth
      and last days of each month, commencing on the effective date of
      Employee's separation from service and ending on the earlier
      of:

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (i)

            	
              the
      date Employee returns to full time employment in her capacity as the
      Bank's Chief Financial Officer;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Employee's
      full time employment by another
employer;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              three
      (3) months after the date of such separation, after which Employee will be
      entitled to receive benefits under any disability insurance plan provided
      by the Bank; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      date of Employee's death.

            


    

    


    
      	
               
      

            	
              (v)

            	
              The
      Bank may satisfy its obligations under this Section of this Agreement, at
      its option, through the purchase of disability insurance.  The
      provisions of such policy will control the amounts paid to
      Employee.  Such disability insurance will be coordinated with
      any disability plans made available to Employee pursuant to Section 6 of
      this Agreement.

            


    

    


    
      	
               
      

            	
              (c)

            	
              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 separation from service on account of
      disability.  Such coverages shall cease upon the earlier
      of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Employee's
      full time employment by another
employer;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              one
      (1) year after the date of such separation (with the exception of
      disability insurance coverage); or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      date of Employee's death.

            


    

    


    
      	
               
      

            	
              (d)

            	
              No
      Reduction in Base Salary:  During the period in which Employee
      is disabled or subject to illness or incapacity, other than as described
      in Section 7(b) herein, there shall be no reduction in Employee's Base
      Salary.

            


    

    


    
      	
              8.

            	
              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
      first working day of the first 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.

            


    

    


    
      	
              9.

            	
              Termination.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Illness,
      Incapacity or Death:  This Agreement shall terminate upon
      Employee's illness, incapacity or death in accordance with the provisions
      of Sections 7 and 8 herein.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Termination
      for Just Cause:  The Bank shall have the right, at any time,
      upon prior written Notice of Termination satisfying the requirements of
      Section 10 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 termination for personal
      dishonesty, willful misconduct, material breach of fiduciary duty,
      continuing failure, after notice, to satisfactorily perform the duties
      stated in this Agreement, violation of any law, rule or regulation (other
      than traffic violations or misdemeanors not related to theft or
      dishonesty, or that would not reflect poorly on the Bank), violation of a
      final cease-and-desist order, negligence or misconduct in the performance
      of Employee’s duties or material breach of any provision of this
      Agreement.  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.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Involuntary
      Termination:  If the Employee is terminated by the Bank other
      than for Just Cause or in connection with a Change In Control (as defined
      in Section 9(e) herein), Employee's right to compensation and other
      benefits under this Agreement shall be as set forth in Sections 9(f)(i)
      and 9(g) herein.  In the event the Employee is terminated by the
      Bank in connection with a Change In Control, Employee's right to
      compensation and other benefits under this Agreement shall be as set forth
      in Section 9(f)(ii) and 9(g)
herein.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Termination
      for Good Reason:  Employee may terminate her employment
      hereunder for Good Reason.  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 ten
      (10) 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 9(e) herein and without the Employee's express written consent,
      any of the following shall occur:  the assignment to the
      Employee of any duties inconsistent with the Employee's positions, duties,
      responsibilities and status with the Bank immediately prior to a Change In
      Control; a change in the Employee's reporting responsibilities, titles or
      offices as in effect immediately prior to a Change In Control; any removal
      of the Employee from, or any failure to re-elect the Employee to, any of
      such positions, except in connection with a termination  of
      employment for Just Cause, disability, death, or removal pursuant to
      Sections 9(a) or 9(b) herein; a reduction by the Bank in the Employee's
      annual salary as in effect  immediately prior to a Change In
      Control; the failure of the Bank to continue in effect any bonus, benefit
      or compensation plan, life insurance plan, health and accident plan or
      disability plan in which the Employee is participating at the time of a
      Change In Control, or the taking of any action by the Bank which would
      adversely affect the Employee's participation in or materially reduce the
      Employee's benefits under any of such plans, or the transfer of the
      Employee to any location outside of Duval or Clay Counties, Florida or the
      assignment of substantial duties to the Employee to be completed outside
      Duval, St. Johns or Clay Counties,
Florida.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    Notwithstanding
anything in this Section 9(d) to the contrary, any of the above-listed events
which does not constitute a “material negative change” (as defined in Section
1.409A-1(n)(2) of the Treasury Regulations) in the Employee’s service
relationship with the Bank shall not constitute “Good Reason” for purposes of
this Agreement.

    


    
      	
               
      

            	
              (e)

            	
              Change
      In Control:  The Bank is a wholly-owned subsidiary of
      Jacksonville Bancorp, Inc. (the "Parent Company").  For purposes
      of this Agreement, a Change in Control shall mean, and be deemed to have
      occurred on the date of, the first to occur of any of the
      following:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      sale by the Parent Company of capital stock (other than an initial public
      offering of stock) such that any person (as such term is used in
      Rule 13d-5 of the Exchange Act) or group (as defined in Sections
      3(a)(9) and 13(d)(3) of the Exchange Act) other than (1) a subsidiary of
      the Parent Company or any employee benefit plan (or any related trust) of
      the Parent Company or subsidiary, or (2) any current holder of five
      percent (5%) or more of the Parent Company's capital stock, becomes the
      owner (beneficially or otherwise) of more than fifty percent (50%) of such
      Parent Company's capital stock or other securities representing fifty
      percent (50%) or more of the combined voting power of outstanding voting
      securities;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      replacement of more than fifty percent (50%) of the incumbent members of
      the Board of Directors of the Parent Company provided, however, where the
      election or nomination of such replacement directors was approved by a
      majority of the incumbent members (other than in connection with an
      "election contest") (as such term is used in Section 14(d) of the Exchange
      Act) or proposed merger) such replacement director will be treated as an
      incumbent director;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Parent Company becomes a subsidiary of another corporation or shall have
      merged into or consolidated with another corporation, or merged another
      corporation into the Parent Company, on a basis whereby less than fifty
      percent (50%) of the total voting power of the surviving corporation is
      represented by shares held by former shareholders of the Parent Company
      prior to such merger or consolidation excluding, however, a transaction
      where the incumbent directors of the Parent Company constitute a majority
      of the Board of Directors of the surviving corporation at the time of the
      transaction and for one (1) year thereafter;
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Parent Company sells the capital stock of the Bank or all or substantially
      all of its assets to another corporation or other entity or person not
      also controlled by the shareholders of the Parent
  Company.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    Notwithstanding
anything in this Section 9(e) to the contrary, an event which does not
constitute a change in the ownership, a change in the effective control, or a
change in the ownership of a substantial portion of the assets of the Bank or
the Parent Company, each as defined in Section 1.409A-3(i)(5) of the Treasury
Regulations, shall not constitute a Change in Control for purposes of this
Agreement.

    


    (f)           Severance
Payment:

    


    
      	
               
      

            	
              (i)

            	
              if
      the Employee shall terminate her employment for Good Reason as defined in
      Section 9(d) herein, or if the Employee is terminated by the Bank for
      other than Just Cause pursuant to Section 9(c) herein, then in lieu of any
      further salary payments to the Employee for periods subsequent to the date
      of termination, the Employee shall be paid, as severance, an amount equal
      to Employee's annual Base Salary, plus any incentive compensation or bonus
      which the Employee would have been entitled to hereunder;
    or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the event Employee's employment is terminated as a result of a Change In
      Control or a Change In Control occurs within twelve (12) months before the
      Employee's involuntary termination or termination for Good Reason,
      Employee shall be paid, within ten (10) days following the effective date
      of her separation from service, a severance payment equal to 2.99 times
      the highest annual salary and bonus she was paid or entitled to in the two
      years preceding termination.

            


    

    


    Any
payment under Subsection 9(f)(i) shall be made in substantially equal
semi-monthly installments on the fifteenth and last days of each month
commencing on the effective date of Employee's separation from
service.  Payments under Subsection 9(f)(i) shall be made over a
twelve month period.

    


    
      	
               
      

            	
              (g)

            	
              Additional
      Severance Benefits: Unless the Employee is terminated for Just Cause
      pursuant to Section 9(b) herein, pursuant to Section 10(b) herein, or
      pursuant to a termination of employment by the Employee for other than
      Good Reason, the Bank shall maintain in full force and effect, for the
      continued benefit of the Employee for the remaining term of this
      Agreement, or twelve (12) months (whichever is longer), all employee
      benefit plans and programs in which the Employee was entitled to
      participate immediately prior to the date of her separation from service;
      provided, however, that the Employee's continued participation is possible
      under the general terms and provisions of such plans and
      programs.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Mitigation:  Employee
      shall not be required to mitigate the amount of any payment provided for
      in Sections 9(f) and 9(g) of this Agreement by seeking other employment or
      otherwise.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              Schedule
      of Payments for Additional Benefits:  To the extent any
      additional benefits payable to Employee under Section 9(g) above or any
      other provision of this Agreement (other than separation pay as described
      in Section 9(f) above), other than benefits that are (i) excludable from
      the Employee’s gross income, (ii) deductible business expenses, (iii)
      medical expenses that would be deductible under Section 213(d) of the Code
      (without regard to the 7.5% threshold for deductibility), or that (iv) do
      not in the aggregate (including any other additional post-termination
      benefits payable to Employee under this Agreement or any other
      arrangement) exceed the applicable dollar limit under Section 402(g)(1)(B)
      of the Code for the year in which the Employee’s separation from service
      occurs or (v) are not otherwise exempt from the requirements of Section
      409A of the Code (the amounts described in (i), (ii), (iii), (iv) and (v)
      referred to in Section 2(j) below as the “Exempt Additional Benefits”),
      the payment of such benefits shall be made in accordance with Section
      1.409A-3(i)(1)(iv) of the Treasury
Regulations.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Six
      Month Delay:  Notwithstanding anything in this Agreement to the
      contrary, if at the time of Employee’s separation from service the shares
      of the Bank or any member of the Bank Controlled Group are publicly traded
      on an established securities market or otherwise, then, to the extent
      necessary to comply with Section 409A of the Code, any amounts otherwise
      payable to the Employee under this Agreement (other than Exempt Additional
      Benefits) during the first six months following Employee’s separation from
      service shall be withheld and paid instead in a single lump sum cash
      payment as soon as administratively practicable (but in any event within
      90 days) following the earlier of (i) the date which is six (6) months
      after the Employee’s separation from service and (ii) the date of the
      Employee’s death following her separation from service, and not
      before.  Amounts otherwise payable after this six-month period
      shall be paid in accordance with the terms of the Agreement without regard
      to this subsection (j).  This subsection (j) shall apply only if
      the Employee is a “Specified Employee” at the time of her separation from
      service.  For purposes of this subsection (j), a “Specified
      Employee” is any “key employee” (as defined in Section 416(i) of the Code,
      without regard to subparagraph (5) thereof) within the Bank Controlled
      Group determined in accordance with procedures established by the Parent
      Company in accordance with Section 1.409A-1(i) of the Treasury Regulations
      (or, in the absence of such procedures, determined in accordance with
      Section 1.409A-1(i) of the Treasury Regulations applying the default terms
      thereof); and the “Bank Controlled Group” is the Bank and all persons with
      whom the Bank would be considered a single employer under Sections 414(b)
      or (c) of the Code.

            


    

    


    
      	
              10.

            	
              Notice of
      Termination.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Employee's
      Notice:  Employee shall have the right, upon prior written
      notice of termination of not less than thirty (30) days, to terminate her
      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 9(d) 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.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              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 the Employee's employment under the provision
      so indicated; and (iii) set forth the date of termination, which shall be
      not less than thirty (30) days nor more than forty-five (45) days after
      such Notice of Termination is given, except in the case of the Bank's
      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.

            


    

    


    
      	
               
      

            	
              (c)

            	
              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 the Bank, notice shall be sent to the
      corporate headquarters.  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.  Either Party, by notice in writing, may change or
      designate the place for receipt of all such
  notices.

            


    

    


    
      	
              11.

            	
              Post-Termination
      Obligations.  The Bank shall pay to Employee such
      compensation as is required pursuant to this Agreement; provided, however,
      any such payment shall be subject to Employee's post-termination
      cooperation.  Such cooperation shall include the
      following:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Employee
      shall provide such information or assistance to the Bank in connection
      with any regulatory examination by any state or federal regulatory agency;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Employee
      shall keep the Bank's trade secrets and other proprietary or confidential
      information secret to the fullest extent practicable, subject to
      compliance with all applicable
laws.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Upon
submission of proper receipts, the Bank shall promptly reimburse Employee for
any reasonable expenses in current by Employee in complying with the provisions
of this Section.  Such cooperation is to be furnished without
additional compensation during such period Employee is receiving severance
payments pursuant to this Agreement.  Should such cooperation be
required during such period that Employee is not receiving severance payments
pursuant to this Agreement, the Bank shall pay Employee an hourly fee comparable
to that charged by banking industry consultants.  Amounts payable to
Employee pursuant to this paragraph shall be considered “additional benefits”
for purposes of Section 9(i) above.

    


    
      	
              12.

            	
              Attorneys’ Fees/Advanced
      Costs.  In the event that the Employee is terminated in a
      manner which violates any provisions of this Agreement, as determined by a
      court of competent jurisdiction, the Employee shall be entitled to
      reimbursement for all reasonable costs, including attorneys’ fees, in
      challenging such termination.  Further, because of economic
      disparity between the Bank and Employee, the Bank agrees to pay for
      Employee's reasonable attorneys' fees and costs up to $10,000 to enforce
      the terms of this Agreement or recovered damages for breach of this
      agreement as follows:  $5,000 at the commencement of litigation
      or the mediation proceedings and an additional $5,000 six (6) months
      thereafter.  In the event the Employee is unsuccessful in her
      claim or defense, the Employee shall reimburse the Bank for any attorneys'
      fees, expenses and costs that have been advanced.  If the
      Employee is successful, any attorneys' fee award will be reduced by the
      amount of attorney's fees and costs that have been
      advanced.  Such reimbursement shall be in addition to all rights
      to which the Employee is otherwise entitled under this
      Agreement.  Amounts payable to Employee pursuant to this
      paragraph shall be considered “additional benefits” for purposes of
      Section 9(i) above.

            


    

    


    
      	
              13.

            	
              Indebtedness.  If
      during the term of this Agreement, Employee becomes indebted to the Bank
      for any reason, the Bank may, at its election, set off and collect any
      sums due Employee out of any amounts which the Bank may owe Employee from
      her Base Salary or other compensation; provided, however, that the Bank
      shall not reduce any post-termination amounts payable to Employee under
      this Agreement that are subject to Section 409A of the Code (including any
      severance pay described in Section 2(f) that is subject to Section 409A of
      the Code) in offset of an Employee indebtedness to the Bank unless the
      indebtedness arose in the ordinary course of the Employee’s service
      relationship with the Bank, the amount of the reduction does not
      exceed  $5,000, and the reduction is made at the same time an in
      the same amount as the debt otherwise would have been due and collected
      from the Employee.  Furthermore, upon the termination of this
      Agreement, all sums owed by Employee shall become immediately due and
      payable.  Employee shall pay all expenses and attorney's fees
      actually or necessarily incurred by the Bank in connection with any
      collection proceeding for Employee's indebtedness to
      us.  Notwithstanding any of the foregoing, any indebtedness to
      us secured by a mortgage on Employee's residence shall not be subject to
      the foregoing provisions, and shall be governed by the loan documents
      evidencing such indebtedness.

            


    

    


    
      	
              14.

            	
              Maintenance of Trade Secrets
      and Confidential Information.  Employee shall use her
      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 Bank's
      business.  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
      which bear trade secrets or confidential information relating to the
      Bank.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      	
              15.

            	
              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 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, so long as
      such ownership does not require Employee to devote substantial time to
      management or control of the business or activities in which Employee has
      invested.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Agreement
      Not to Compete:  Employee acknowledges that by virtue of her
      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 twelve (12) months after
      the termination of her employment for any reason, 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 whose intent is to organize another financial institution in Duval
      or Clay Counties, Florida; provided, however, that such prohibition shall
      be for three (3) months if this Agreement is terminated due to a Change In
      Control.  Employee hereby agrees that the duration of the
      anticompetitive covenant set forth herein is reasonable, and its
      geographic scope is not unduly
restrictive.

            


    

    


    
      	
              16.

            	
              Remedies for
      Breach.

            


    

    


    
      	
               
      

            	
              (a)

            	
              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 Section 16 of this Agreement.  Thus, in the
      event of a breach of any of the provisions of such Section, 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 such
      Section.  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.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Cumulative
      Remedies:  Notwithstanding any other provision of this
      Agreement, the injunctive relief described in Section 17(a) 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.

            


    

    


    
      	
              17.

            	
              Assignment.  This
      Agreement shall inure to the benefit of and be binding upon the Employee,
      and to the extent applicable, her 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 9(c) and 9(d)
      herein.

            


    

    


    
      	
              18.

            	
              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;
    and

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

            	
              “Separation
      from service” shall mean the Employee’s termination of employment or other
      separation from service as defined in Section 1.409A-1(i) of the Treasury
      Regulations, applying the default terms
thereof.

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Treasury
      Regulations” shall mean Title 26 of the Code of Federal Regulations, as
      amended from time to time.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (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 of 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 federal or
      state courts in Duval 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, contains 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.  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 the Bank or Employee and no delay or omission of the
      Bank 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.

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (j)

            	
              Code
      Section 409A: With respect to any compensation promised under this
      Agreement that is subject to Section 409A of the Code, this Agreement is
      intended to comply with the applicable requirements of Sections 409A(a)(2)
      through (4) of the Code and shall be interpreted to the extent context
      reasonably permits in accordance with this intent.  The parties
      agree to modify this Agreement or the timing (but not the amount) of any
      payment to the extent necessary to comply with Section 409A of the Code
      and avoid application of any taxes, penalties, or interest
      thereunder.  However, in the event that any amounts payable
      under this Agreement are subject to any taxes, penalties or interest under
      Section 409A of the Code or otherwise, Employee shall be solely liable for
      the payment thereof.

            


    

    


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

    


    
      
        
          
            
              
                	
                        EMPLOYEE

                      	 
      	
                        THE
      JACKSONVILLE BANK

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	
                        /s/
      Price W. Schwenck

                      
	
                        /s/ Valerie A. Kendall

                      	 
      	 
      
	
                        Valerie
      A. Kendall, Employee

                      	 
      	
                        On
      behalf of the Board of
Directors

                      


              

            

          

        

      

    

     

    
      
         


      

      
        15