Ex-10.15 Gregory W. Bryant Employment Agreement



 



Exhibit 10.15


Employment Agreement


     Bay Cities Bank (“Employer” or the “Bank”) desires to employ Gregory W.
Bryant (“Employee”), Employee desires to be employed with Employer and each
party desires to reduce their agreement to writing. This Employment Agreement
for employment is therefore entered into between Employee and Employer on this
1st day of January, 2003.


     In return for the mutual promises set forth herein, Employer and Employee
mutually agree as follows:


     1.     Compensation. Employer employs Employee in the position of President
and Chief Executive Officer effective January 1, 2003, at the initial rate of
compensation of $11,666.66 per monthly pay period (“base compensation”). Such
rate of compensation may be changed only by the mutual written consent of
Employer and Employee.


     2.     Devotion to Employment. Employee agrees to devote his full time and
best effort to the successful functioning of Employer and agrees that he will
faithfully and industriously perform all the duties pertaining to his office
and position as President and Chief Executive Officer, including, but not
limited to, (a) building and maintaining a quality management team; (b)
managing Bank personnel; (c) serving as a member of Employer’s Board of
Directors (“Board”), if and when elected to such a position; (d) serving on
such committees as appointed by the Board from time to time; (e) keeping the
Board informed of important developments concerning the Bank; (f) establishing
and implementing marketing efforts to increase the business of the Bank; (g)
maintaining adequate expense records relating to Employee’s activities on
behalf of Employer; (h) conducting and undertaking all other activities,
responsibilities and duties normally expected to be undertaken and accomplished
by the President and Chief Executive Officer of a financial institution similar
in scope and operation to the Bank’s business; and (i) such additional duties
as may be assigned to him, from time to time, by the Chairman of the Board, or
his designee, or by the Board, to the best of his ability, experience and
talent and in a manner satisfactory to Employer. Further, Employee agrees to
subject himself at all times during the period of service to the direction and
control of Employer and its agents in respect to the work to be done. Employee
shall at all times conduct himself in a manner that will reflect positively
upon the Bank. In addition, Employee will join and maintain membership in such
social and civil organizations as Employee and the Chairman of the Board deem
appropriate to foster the Bank’s contacts and business network in the
community. The Chairman of the Board will perform a review with regard to
performance and a possible increase in the rate of compensation or a bonus at
the end of the business year at the discretion of the Chairman of the Board.
The review by the Chairman of the Board will be based upon the performance of
Employee and the performance of Employer under his direction.


     3.     Duration of Employment. The initial term of this Employment Agreement
shall be for two (2) years from January 1, 2003 (the “Effective Date”). Upon
each new day of the twenty-four (24) month period of employment, from the
Effective Date until Employee’s 65th


 






 



birthday, the term of this Agreement shall be automatically extended for one
additional day, to be added to the end of the then-existing twenty-four (24)
month term. Accordingly, at all times prior to either a notice of termination
or actual termination, the term of this Agreement shall be twenty-four (24)
months. Except as hereinafter provided; at any time, after one (1) year from
the date hereof,



		
	 	     a. Employee may, upon giving not less than ninety (90) days written
notice to Employer, terminate his employment under the terms of this
Employment Agreement; and
	 
	 	     b. Employer may, upon giving not less than ninety (90) days written
notice to Employee, terminate his employment under the terms of this
Employment Agreement, provided, however, that such termination is based
upon the unsatisfactory performance of the terms of this employment by
Employee.
	 
	 	     c. In the event of a “change of control” as defined in paragraph 4
below, and in the event Employee is terminated for reasons other than
“for cause” as defined in this paragraph within two (2) years immediately
after the completion of a “change of control” of Employer, then Employer
agrees that it shall continue to pay Employee his full salary and bonus
for the remaining term of this Employment Agreement. Cause is defined as
the occurrence of one or more of the following events:




		
	 	     (1) The death of Employee;
	 
	 	     (2) Employee’s willful misconduct, intentional failure to
perform the duties stated in this Agreement, violation of any law
(other than minor traffic violations or misdemeanors not related to
theft or personal dishonesty), or violation of a cease and desist
order;
	 
	 	     (3) Employee’s commission of any crime involving dishonesty or
moral turpitude;
	 
	 	     (4) Misconduct, including but not limited to, insubordinate
behavior, by Employee in the performance of his job duties and
responsibilities;
	 
	 	     (5) Any conduct by Employee of a nature that reflects
negatively upon Employer or that would prevent Employee from being
able to adequately perform his job duties and responsibilities;
	 
	 	     (6) Employee’s material failure to adequately perform his
duties and responsibilities as such duties and responsibilities
are, from time to time, in Employer’s absolute discretion,
determined; or
	 
	 	     (7) Employee’s material breach of any of Employer’s
established operating policies and procedures as determined in the
Employer’s absolute discretion.



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	 	     d. Employee agrees that Employer’s payment of any of the amounts
described in this paragraph 3 c. shall be contingent upon Employee, at
the time of termination of employment, executing a written release (in a
form satisfactory to Employer) of any and all claims that Employee may
have against Employer, its officers, directors, shareholders, agents and
employees.
	 
	 	     e. Employee further agrees that Employer’s payment of any of the
amounts described in this paragraph 3 c. shall also be subject to
Employee’s post-termination cooperation. Such cooperation shall include,
but not be limited to the following:




		
	 	     (1) 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, a
customer, vendor and/or any other third parties (including, without
limitation, serving as a witness in court or other proceedings).
	 
	 	     (2) Employee shall provide such information or assistance to
Employer in connection with any regulatory examination by any state
or federal regulatory agency.



     4.     Change of Control. For purposes of this Employment Agreement, “change
of control” shall be defined as the transfer (by merger, purchase, issuance of
new shares or otherwise), within a one hundred and eighty (180) day period of
more than 75% of the outstanding shares of common stock of Florida Business
BancGroup, Inc. or Employer to a person or persons not controlled, directly or
indirectly, by the non-transferring shareholders of Employer. For the purpose
of this paragraph, “person” shall be defined to include any entity, including
corporations, partnerships, limited liability companies, limited partnerships
and limited liability partnerships. For purposes of this paragraph, the
“non-transferring” shareholders of Employer shall be deemed to “directly or
indirectly control” a person if such person shall be obligated to vote
his/her/its shares at the collective direction of the non-transferring
shareholders.


     5.     Employee Benefits. Employee, during his employment, will enjoy the
employee benefit program provided by Employer for similarly situated employees,
as it may be amended from time to time, except as otherwise provided herein.
Employer agrees to provide health insurance coverage to Employee. Employee
will be eligible for up to four (4) weeks vacation with pay during his
employment under this Employment Agreement in order to be able to rest and
relax and get his mind off of the job in order to return to the job refreshed
and enthusiastic about the work ahead. Such vacation time must be taken
between January and December and will not be carried into a new calendar year.


     6.     Incentive Stock Option Program. Employer will designate Employee as a
key employee eligible for the grant of incentive stock options under the Key
Employee Stock Compensation Program (“Stock Option Program”). In that regard
Employer will grant to Employee, under the terms of the Stock Option Program,
an option to acquire a minimum total of 50,000 shares of Florida Business
BancGroup, Inc. stock, to be vested over a four year period


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and at a strike price of $10.00 per share. While grants may occur
periodically, the aggregate number of shares granted shall total at least
50,000 by December 31, 2005 if Employee remains an employee of Employer.
Otherwise, the grant of the stock options shall be made strictly in accordance
with the terms of the Stock Option Program, as it may be amended from time to
time. The grant of the options referred to in this Section 6 shall not
preclude the grant of additional options under the Stock Option Program or any
other program or plan adopted by Employer.


     7.     Annual Physical Examination. Employee agrees to take a complete annual
physical examination during each year of his employment with Employer.
Employer agrees to reimburse employee for the cost of such physical in an
amount not to exceed $300 once during each year of employee’s employment under
the terms of this Employment Agreement.


     8.     Expenses. Employer agrees to reimburse Employee for reasonable and
necessary business expenses incurred in performing his duties under the terms
of this Employment Agreement. Employer will promptly reimburse Employee for
authorized expenses, according to the Bank’s established policies, after
Employee’s presentation of an itemized account of such expenditures supported
by appropriate documentation.


     9.     Automobile. Employer agrees to provide Employee with an automobile for
the use of Employee in carrying out his duties of employment with Employer.
The make and model of the automobile will be one that is mutually agreeable to
the Chairman of the Board and Employee, but shall be a relatively new and
“middle class/upscale” vehicle. Employer will be responsible for insurance,
maintenance, repairs and gas and oil on such vehicle. Employee shall be
responsible for apportioning time allocated for personal use for purposes of
compliance with the Internal Revenue Code of 1986, as amended. Employee will
be responsible for returning the car to Employer in the same condition as it
was received by him, reasonable wear and tear excepted.


     10.     Luncheon Club Membership. Employer will provide Employee with a
membership in the Centre Club for his use while employed by Employer, subject
to approval and acceptance of Employee’s membership application by the club.
All charges incurred for which reimbursement is sought by Employee shall be
incurred in connection with activities performed exclusively on behalf of
Employer in connection with the performance of the duties pertaining to the
office and position of Employee and shall be supported by appropriate
documentation.


     11.     Country Club Membership. Employer will provide Employee with a
membership in the Avila Golf and Tennis Club for his use while employed by
Employer, subject to approval and acceptance of Employee’s membership
application by the club. All charges incurred for which reimbursement is
sought by Employee shall be incurred in connection with activities performed
exclusively on behalf of Employer in connection with the performance of the
duties pertaining to the office and position of Employee and shall be supported
by appropriate documentation.


     12.     Educational Expenses. Employer will reimburse Employee for admission
or attendance fees for educational meetings or seminars offered by such
organizations as the Florida Bankers Association so long as such fees are
incurred in connection with activities performed


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exclusively on behalf of employer in connection with the performance of the
duties pertaining to the office and position of Employee and are supported by
appropriate documentation.


     13.     Employee Duties. As part of the consideration for this Employment
Agreement, Employee agrees to comply with, and abide by, such rules and
directives of Employer as may be established from time to time, and recognizes
the right of Employer, in its sole discretion, to change, modify or adopt new
policies and practices affecting the employment relationship, not inconsistent
with this Employment Agreement.


     14.     Required Provisions by Regulation. Employer and Employee acknowledge
that the laws and regulations governing the parties require that certain
provisions be provided in each employment agreement with officers and employees
of the Bank. 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 of the
Employer’s affairs by a notice served under Section 655.037, Florida
Statutes, or under Section 8(e) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. § 1818[e][3] and [g][1], the Employer’s
obligations under this Employment Agreement shall be suspended as of the
date of such service unless stayed by appropriate proceedings. If the
charges and the notice are dismissed, the Employer may, in its
discretion:




		
	 	     (1) pay Employee all or part of his compensation withheld
while the obligations under this Employment Agreement were
suspended; and
	 
	 	     (2) reinstate (in whole or in part) any of Employer’s
obligations which were suspended.




		
	 	     b. Permanent Prohibition. If Employee is removed and/or permanently
prohibited from participating in the conduct of Employer’s affairs by an
order issued under Section 655.037, Florida Statutes, or Section 8(e) 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 Employment Agreement
shall terminate as of the effective date of the order, but Employee’s
vested rights, if any, shall not be affected.
	 
	 	     c. Default Under FDIA. If Employer is in default (as defined in
Section 3[x][1] of the Federal Deposit Insurance Act), all obligations
under this Employment Agreement shall terminate as of the date of the
default, but this subsection of this Employment Agreement shall not
affect Employee’s vested rights, if any.
	 
	 	     d. Regulatory Termination. All obligations under this Employment
Agreement shall be terminated, except to the extent that a determination
has been made that continuation of this Employment Agreement is necessary
for the continued operation of Employer:



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	 	     (1) by the Director or his/her designee, at the time the
Federal Deposit Insurance Corporation (“FDIC”) enters into an
agreement to provide assistance to or on behalf of Employer under
the authority contained in Section 13(c) of the Federal Deposit
Insurance Act; or
	 
	 	     (2) by the Department or the Director or his/her designee, at
the time the Department or the Director or his/her designee
approves a supervisory merger to resolve problems related to
operation of the Employer or when the Employer is determined by the
Director to be in an unsafe or unsound condition.




		
	 	     Any of Employee’s rights that have already vested, however, shall
not be affected by such action. For purposes of this subsection 14(d) of
the Employment Agreement, the term “Director” shall mean the Director of
the FDIC.



     15.     Disputes. Employee and Employer mutually agree that in the event of
an alleged breach of this Employment Agreement, or any other complaint,
grievance, charge, or alleged unfair, improper, discriminatory, or illegal
action by Employer, including, but not limited to allegations of
discrimination, harassment, including sexual harassment, retaliation of any
kind, including workers compensation retaliation, defamation, violation of
public policy or any law, etc., the parties mutually desire for such alleged
breach or complaint to be resolved amicably, if possible, and without the need
for recourse to expensive, time-consuming public litigation. Based upon this
mutual desire, the parties have provided for the exclusive final and binding
arbitration procedure provided herein and all such matters shall be resolved as
provided in this paragraph 15. Such arbitration shall be the exclusive remedy
for any claimed breach of this Employment Agreement or any matter relating to
their employment relationship, and the parties specifically waive their rights
to enforce this Employment Agreement or any other claim arising in connection
with the employment relationship and termination of the employment relationship
in any other forum through any administrative or civil action, whether for
equitable, legal or other relief. The parties hereto acknowledge that failure
to comply with this provision shall entitle the non-breaching party not only to
damages, but to injunctive relief to enjoin the actions of the breaching party,
as well as attorneys fees and costs. It is agreed that this provision does not
preclude Employee from filing a complaint or charge with any federal or state
agency.



		
	 	     a. Hold Harmless. Employer and Employee are desirous of fulfilling
all obligations under this Employment Agreement, and desirous of fully
complying with any and all laws, statutes, regulations and judicial
decisions regulating the employment relationship. The parties therefore
agree that any alleged unfair, improper or illegal action by Employer can
and should be resolved quickly, with a minimum of outside interference by
third parties, through the Arbitration Procedure set forth herein, as it
may be amended in writing from time to time, which establishes the
exclusive procedure for resolution of such matters. Employee and
Employer agree to use the Arbitration Procedure for all claims as
provided herein and hereby waive any and all claims not raised through
this procedure. Employee and Employer further agree to hold each other
and the arbitrator harmless for any loss, cost or expense, including
reasonable attorneys fees, which the other might become obligated to pay
because of a failure of the other to utilize the



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	 	exclusive Arbitration Procedure provided herein for the resolution of all
matters as provided for herein. Employee and Employer further agree to
hold the arbitrator harmless for any loss, cost or expense, including
reasonable attorneys fees, as a result of the utilization of this
exclusive arbitration procedure.
	 
	 	     b. Arbitration Procedure




		
	 	     (1) The parties mutually agree that in the event of any
claimed breach of this Employment Agreement, or other claim or
cause of action by either party not excluded from this Employment
Agreement, which is not informally resolved between themselves, the
party making the claim shall have the obligation to submit such
claim to final and binding arbitration, in accordance with the
Rules of the American Arbitration Association, and notice of such
submission shall be given to the other party, by certified mail,
return receipt requested, no later than ten (10) calendar days
following the date that one party notifies the other that informal
efforts have failed. Such arbitration shall be the exclusive means
for remedying any alleged claims under this Employment Agreement.
Notice of submission of any issue to arbitration shall be given no
later than three hundred and sixty-five (365) calendar days
following the date the submitting party became aware of the conduct
constituting the alleged claims. It is agreed that failure to do
so shall result in the irrevocable waiver of the alleged claims.
	 
	 	     (2) The parties have mutually agreed upon a permanent panel of
arbitrators, consisting of the following individuals:




	 	 	 
	Charles W. Ross	 	
 
	Charles H. Frost	 	 
	Cary R. Singletary	 	 




		
	 	Upon notice of submission to arbitration, the party seeking relief
shall strike one name from the above panel. The second party shall
then strike a second name. The third individual shall be asked to
serve as impartial arbitrator. Failure by either party to strike
an arbitrator within five (5) working days following notice shall
be deemed an acceptance of the remaining arbitrators and the other
party shall select an arbitrator of his/her/its choice and ask the
arbitrator to serve as impartial arbitrator. In the event the
arbitrator initially selected is unable to serve, then in reverse
alphabetical order, starting with the first letter in the alphabet,
the remaining arbitrators on the panel may be designated to serve.
In the event that no panelist is able or willing to serve, either
party may request a panel of arbitrators from the American
Arbitration Association and an arbitrator shall be selected in
accordance with its rules. The costs of arbitration, including the
cost of a court reporter and transcript, if one is ordered, shall
be borne equally by the parties.
	 
	 	     (3) Any decision or award of the arbitrator shall be strictly
limited to the interpretation of the specific terms of this
Employment Agreement, and to a



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	 	determination of (a) whether the issue is arbitrable, (b) whether
there was a violation of a specific right recognized in this
Employment Agreement as alleged in the written claim, and (c)
whether there was a violation of any constitution, statute, order,
ordinance, rule or regulation recognized as being covered by this
Employment Agreement and what remedy, if any, there should be. The
arbitrator shall not explicitly or implicitly modify, change, add
to or delete any of the terms and conditions of this Employment
Agreement, nor substitute his judgment for that of the parties
hereto. The arbitrator is free to make any award and grant any
remedy that a court or administrative agency could grant or award
for any breach of contract or any claim or cause of action
recognized under this Employment Agreement. The arbitral
proceedings shall be fair and regular. Employer and Employee agree
to be bound by the arbitral decision. The decision of the
arbitrator must be consistent with the purposes and policies of any
law upon which a claim presented to arbitration is based. The
arbitrator’s decision shall be final and binding upon both parties
and enforceable in the United States District Court for the Middle
District of Florida under the Federal Arbitration Act or the
Circuit Court in and for the Thirteenth Judicial Circuit of Florida
under the Florida Arbitration Code.




		
	 	     c. Timeliness. The parties hereto acknowledge the importance of the
time limitations expressed herein, and no complaint shall be considered
or deemed to exist that is not both timely filed and timely submitted to
arbitration. The willingness of a party to submit an issue on the merits
to an arbitrator shall not be interpreted as a waiver of any issue as to
arbitrability.



     16. Compliance with Federal and State Laws. Executive agrees that he
shall comply with all requirements of applicable federal and state banking and
civil rights laws, including, but not limited to, those arising under Chapter
655, Fla. Stats., the Federal Deposit and Insurance Act, the Civil Rights Acts
of 1866, 1871, 1964 and 1991, as amended, the Florida Civil Rights Act, the
Americans with Disabilities Act, as amended, Equal Pay Act of 1963, as amended,
the various whistle blower laws, Section 440.205, Fla. Stats., and the Age
Discrimination in Employment Act of 1967, as amended. Executive agrees that he
will not engage in any sort of harassment during the course of Executive’s
employment with Employer, including, but not limited to sexual harassment. By
Executive’s signature below, Executive hereby affirms that he has received an
explanation of Employer’s anti-discrimination and anti-harassment policies as
set forth in the current Employee Handbook and the Employer’s policies.
Executive further affirms that he understands the Employer’s policies and the
procedure whereby employees can complain of discriminatory or harassing
behavior, and obtain redress for their complaints. Executive agrees that he
will follow such policies and procedures, as they may be amended from time to
time, and report to the persons charged with receiving such reports or
complaints any instance of discriminatory or harassing behavior in or relating
to the workplace, whether that behavior is directed at Executive or at another
person, as explained in more detail in Employer’s policies against
discrimination and harassment, as they may be amended from time to time.
Executive will not retaliate against any employee for making an internal or
external complaint about any conduct s/he believes is in violation of the
Employer’s policies and procedures or the law.


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     17.     Release of Existing Claims. Employee represents that he has no
claims, charges, or causes of action presently accrued or pending against
Employer and if any such claims or causes of action exist, Employee, in
consideration of his employment, hereby releases Employer, its employees,
agents, successors and assigns, from any and all such claims.


     18.     Successors and Assigns. This Employment Agreement shall be binding
upon and inure to the benefit of Employer’s successors, assigns, parents,
subsidiaries, affiliated or related organizations and be enforceable by
Employer’s successors, assigns, parents, subsidiaries, affiliated or related
organizations. Each and every reference to “Employer” in this Agreement shall
be construed as including Employer’s successors, assigns, parents,
subsidiaries, affiliated or related organizations.


     19.     Non-Coercion. Employee represents and agrees that he has not been
pressured, misled, or induced to enter into this Employment Agreement based
upon any representation by Employer or its agents not contained herein.
Employee represents that he has entered into this Employment Agreement
voluntarily, and after having the opportunity to consult with representatives
of his own choosing and that his agreement is freely given.


     20.     Severability. The provisions of Section 15 of this Employment
Agreement constitute independent and separable covenants which shall survive
termination of employment or expiration of this Employment Agreement. Any
paragraph, phrase or other provision of this Employment Agreement that is
determined by a court of competent jurisdiction to be unreasonable or in
conflict with any applicable statute or rule, shall be deemed, if possible, to
be modified or altered so that it is not unreasonable or in conflict with or,
if that is not possible, then it shall be deemed omitted from this Employment
Agreement. The invalidity of any portion of this Employment Agreement shall
not affect the validity of the remaining portions.


     21.     Entire Agreement. This Employment Agreement has been subject to
substantial negotiations between the parties and thus represents the joint
product of those negotiations between the parties and supersedes all previous
understandings or agreements, whether written or oral. Furthermore, this
Employment Agreement represents the entire agreement between the parties and
shall not be subject to modification or amendment by an oral representation, or
any other written statement by either party, except for a dated written
amendment to this Employment Agreement signed by the Employee and the Chairman
of the Board.


     22.     Notices. All notices hereunder shall be in writing and delivered
personally or mailed by certified mail, postage prepaid, addressed to the
respective parties at their last known addresses.


     23. Duplicate Originals. This Employment Agreement may be executed in two
or more counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.


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     24.     Venue. The parties hereto acknowledge that this Employment Agreement
is enforceable in the state and federal courts of Florida. The parties hereby
waive any pleas of jurisdiction or venue as not being a resident of
Hillsborough County, Florida, and hereby specifically authorize any action
brought upon the enforcement of this Employment Agreement to be commenced or
filed in Hillsborough County, Florida. Should enforcement of this Employment
Agreement become necessary, the prevailing party shall recover his or its
attorneys fees and costs incurred with regard to litigation involving any
matters related to this Employment Agreement.


     25.     Termination for Good Reason. Employee may terminate his employment
hereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall
mean:



		
	 	     a. A failure by Employer to comply with any material provision of
this Agreement, which failure has not been cured within thirty (30) days
after a notice of such noncompliance has been given by Employee to
Employer.
	 
	 	     b. Subsequent to a Change of Control as defined in Section 4 of this
Agreement, and without Employee’s express written consent, any of the
following shall occur:




		
	 	     (1) The assignment to Employee of any duties which are
materially inconsistent with Employee’s position, duties,
responsibilities and status with Employer immediately prior to the
Change of Control.
	 
	 	     (2) The transfer of Employee to any location outside of the
service area of Employer in which Employee was working immediately
prior to the Change of Control.
	 
	 	     (3) A reduction by Employer in Employee’s annual salary as in
effect immediately prior to the Change of Control.
	 
	 	     (4) A significant adverse change in any bonus, benefit or
compensation plan, life insurance plan, health and accident plan or
disability plan in which Employee is participating at the time of a
Change of Control.



     26.     Separation Payment. If:



		
	 	     a. Employee terminates his employment for Good Reason;
	 
	 	     b. Employee is terminated by Employer other than for cause (as
defined in this Agreement); or
	 
	 	     c. Employee is involuntarily terminated as a result of a Change in
Control or a Change in Control occurs within twelve (12) months of
Employee’s termination for Good Reason;



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then in lieu of further salary payments to Employee subsequent to the date of
termination, Employer shall pay to Employee, as separation pay, one (1) times
Employee’s base compensation in effect immediately prior to termination. Said
separation pay shall be spread over a one (1) year period and be made in
substantially equal twice monthly installments. Further, Employer shall
maintain in full force and effect, for a period of one (1) year subsequent to
the date of termination, for the continued benefit for Employee, all benefit
plans and programs in which Employee was the only employee of Employer entitled
to participate immediately prior to termination. Further, Employer shall pay
for the same or similar benefits if such benefits are available on a group or
individual basis as a result of contractual or statutory provisions requiring
or permitting such availability including, but not limited to, health insurance
under COBRA. As to such benefit plans and programs which are generally
applicable to employees of Employer, Employee shall be allowed to continue to
participate in such benefit plans and programs for a period of one (1) year
subsequent to the date of termination on the same terms applicable to all other
employees at the expense of Employer.


     27.     Acceleration of Stock Options. Immediately upon termination of
Employee, for reasons other than cause, by Employer, all options, previously
granted to Employee and vested at the date of termination, to acquire shares of
common stock of Florida Business BancGroup, Inc., shall remain vested.
Further, Employee shall immediately be fully vested in all options previously
granted which would have vested within a twelve (12) month period from the date
of termination. All vested options not exercised within thirty (30) days from
the date of termination shall expire.


     28.     Disability/Illness.



		
	 	     a. Illness. Employee shall be paid his full base compensation for
any period of illness or incapacity; provided that such illness or
incapacity does not render Employee unable to perform his duties under
this Agreement for a period of longer than six (6) consecutive months.
At the end of such six (6) month period, Employer may terminate
Employee’s employment under this Agreement.
	 
	 	     b. Disability. Employer is in the process of purchasing a
disability policy to provide disability benefits to Employee.



     29.     Death During Employment. In the event of Employee’s death during the
term of this Agreement, Employer’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


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(including Bank-owned life insurance with Employee identified as the
beneficiary) maintained by Employer will be paid pursuant to its terms.



	 	 	 
	
	 	


	Gregory W. Bryant	 	
A. Bronson Thayer

Chairman of the Board

Bay Cities Bank
	 	 	 
	 	 	


	 	 	
A. Bronson Thayer

Chairman of the Board & CEO

Florida Business BancGroup, Inc.




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