EMPLOYMENT
      AGREEMENT

    BY
      AND BETWEEN

    ProBank

    AND

    Bronson
      Bryan Robinson, Jr.

    


    THIS
      EMPLOYMENT AGREEMENT (“Agreement”)
      is entered into this 1st day of May, 200, by ProBank (“Employer” or “Bank”) and
Bronson
      Bryan Robinson, Jr.
      (“Employee”). Employer and Employee are collectively referred to herein as the
“Parties”.

    


    RECITALS

    


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

    


    WHEREAS,
      Employee
      desires to continue to be employed by the Employer as the Employer’s President
      and Chief Executive 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.
      Employer
      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 one (1) year, commencing on ____________, 2007 (“Effective
      Date”). This Agreement shall be renewed automatically on an annual basis
      thereafter for one additional year, unless either party provides notice at
      least
      ninety (90) days prior to the automatic renewal that the Agreement will not
      be
      renewed. The Board’s decision shall be included in its meeting
      minutes.

    


    2. Position,
      Responsibilities and Duties.
      During
      the term of this Agreement, Employee shall serve as the Bank=s
      President and Chief Executive Officer, through election by the Board. In such
      capacity, Employee shall have the same powers, duties and responsibilities
      of
      supervision and management of the Bank usually accorded to the President and
      Chief Executive Officer of similar financial institutions. Employee shall devote
      his full business time and attention and use his best efforts to accomplish
      and
      fulfill his duties and responsibilities as President and Chief Executive Officer
      including duties assigned to Employee from time to time by the Board. The duties
      which the Board has assigned to Employee at this time are set forth in the
      Employment Description Schedule attached hereto. This schedule may be modified
      by the Board or President from time to time provided the duties as modified
      are
      consistent with duties performed by the President and Chief Executive Officer
      of
      a similar financial institution. Employee shall, at all times, conduct himself
      in a manner that will reflect positively upon the Employer. Employee shall
      obtain and maintain such licenses, certificates, accreditations and professional
      memberships and designations as the Employer may reasonably require. Employee
      shall notify Employer prior to any significant participation by him in any
      trade
      association or similar organization. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3. Compensation.
      During
      the term of this Agreement, Employee shall be compensated as described in the
      Compensation Schedule attached hereto. The Compensation Schedule may be amended
      by the parties as needed and such amended Compensation Schedule shall become
      part of this Agreement, if dated and executed by the parties, without further
      action by the parties.

    


    4. Payment
      of Business Expenses.
      Employee
      is authorized to incur reasonable expenses in performing his duties hereunder.
      Employer will reimburse Employee for authorized 

    expenses,
      according to the Employer’s established policies, promptly after Employee’s
      presentation of an itemized account of such expenditures.

    


    5. Termination. 

    


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

    


    b. Termination
      for Cause.
      The
      Employer shall have the right, at any time, upon written notice of termination
      satisfying the requirements of Section 7 herein, to terminate Employee’s
      employment hereunder. A termination for Cause shall be effective immediately
      upon effectiveness of a notice of termination. For the purpose of this
      Agreement, termination for “Cause” shall mean termination for personal
      dishonesty, incompetence, insubordination, misconduct or conduct which may
      negatively reflect upon the Employer, drug or excessive alcohol use on the
      job,
      breach of fiduciary duty, failure to perform the duties stated in this
      Agreement, violation of any law, rule or regulation (other than minor traffic
      violations or similar offenses), violation of a final cease-and-desist order,
      illness or incapacity for a period of longer than three months, or personal
      default on indebtedness which is not corrected within 30 days from the date
      of
      default. In the event Employee is terminated for Cause, Employee shall have
      no
      right to compensation or other benefits for any period after such date of
      termination, other than compensation which was accrued, but not yet paid.


    


    c. Other
      Termination by Employer.
      If
      Employee is terminated by Employer other than for Cause, Employee’s right to
      severance under this Agreement shall be as set forth in Section
      5(g).

     

    d. Change-in-Control.
      A
“Change-in-Control”
      of the Employer shall mean the first to occur of any one or more of the
      following:

    


    
      	 	
              (1)
                

            	
              any
                transaction, whether by merger, consolidation, asset sale,
                recapitalization, reorganization, combination, stock purchase, tender
                offer, reverse stock split, or otherwise, which results in the acquisition
                of, or beneficial ownership (as such term is defined under rules
                and
                regulations promulgated under the Securities Exchange Act of 1934,
                as
                amended) by any person or entity or any group of persons or entities
                acting in concert, of 50% or more of the outstanding shares of common
                stock of the Employer, or its parent company, Pro Financial Group,
                Inc.,
                or

            


    

     

    
      
        
        

      

      
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              (2)
                

            	
              the
                sale of all or substantially all of the assets of the Employer,
                or

            


    

    


    
      	 	
              (3)

            	
              the
                liquidation of the Employer or a material amount of Employer’s assets,
                or

            


    

    


    
      	 	
              (4)

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

            


    

    


    If
      Employee has actual knowledge of an anticipated “Change-in-Control” at least
      ninety (90) days prior to the event which causes a Change-in-Control, Employee
      shall be entitled at any time up to thirty (30) days prior to the event which
      will effect such Change-in-Control (the “Change-in-Control Date”), to give a
      notice of termination (as defined in Section 8) and terminate his employment
      as
      of the Change-in-Control Date, and Employee shall be paid, in addition to all
      accrued but unpaid compensation, a lump sum cash payment (the “Change-in-Control
      Payment”). The Change-in-Control Payment shall be equal to two and one-half
      (2.5) times the Employee’s Average Base Salary and Performance Bonus (as defined
      in Compensation Schedule) for the last three years preceding the
      Change-in-Control. The Change-in-Control Payment shall be paid without setoff
      of
      any kind and in cash, not later than ten days after the Change-in-Control date.
      Additionally, prior to the Change-in-Control Date, Employer shall notify
      representatives of the acquiring or successor entity, as the case may be, of
      Employee’s rights and Employer’s obligations under this Agreement, and without
      affecting Employer’s obligations to pay Employee hereunder, any such acquiring
      or successor entity shall become obligated to forthwith pay to Employee for
      such
      part of the Change-in-Control Payment as has not been paid by the Employer
      as of
      the Change-in-Control Date.

     

    In
      the
      event a Change-in-Control occurs without Employee having the actual prior
      knowledge described above, Employee shall have the right to give a notice of
      termination (as defined in Section 7) to Employer no later than ten (10) days
      following a Change-in-Control during the term of this Agreement.

    


    
      
        
        

      

      
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    If
      the
      Employee is not employed at the time of the Change-in-Control, but was
      terminated by the Employer for reasons which do not constitute Cause under
      Section 5b of this Agreement or by the Employee with Good Reason as defined
      in
      Section 5e of this Agreement within 1 year prior to the Change-in-Control,
      the
      Employee shall also be entitled to a Change-in-Control Payment. However, the
      Change-in-Control Payments shall be reduced to the extent Employee has received
      any severance payment.

    


    Upon
      receipt of Employee’s timely notice of termination under this Section 5 of this
      Agreement, Employer or its successor in interest, may deliver notice to Employee
      that it is requesting that Employee continue employment for a specified
      transition period of up to six (6) months within thirty days of receipt of
      the
      Employee’s notice of termination. During such post-change in control employment,
      Employee shall receive the base compensation and benefits he was receiving
      under
      this Agreement immediately prior to the change in control, but shall be an
      employee for the period specified in the notice, shall perform some or all
      the
      duties specified in paragraph 2 of this Agreement and shall otherwise perform
      reasonable executive, management, or professional duties as the new employer
      may
      request, and shall perform his post-termination obligations under paragraph
      8 of
      this Agreement. No other provision of this Agreement shall apply to such
      post-change in control employment. 

    


    e.
       Termination
      by Employee for Good Reason.
      Employee
      may terminate his employment hereunder for Good Reason by delivering a notice
      of
      termination (as defined in Section 7). For purposes of this Agreement, “Good
      Reason” shall mean a failure by ProBank to comply with any material provision of
      this Agreement, which failure has not been cured within fifteen (15) business
      days after a notice of such noncompliance has been given by the Employee to
      ProBank. If Employee terminates his employment for Good Reason, Employee’s right
      to severance under this Agreement shall be as set forth in Section
      5(g).

    


    f.
       Termination
      by Employee Without Good Reason. Employee
      may terminate his employment hereunder and this Agreement for any reason other
      than Good Reason, by providing a notice of termination (as defined in Section
      7). In the event that Employee terminates his employment without Good Reason,
      Employee shall have no right to severance, compensation or other benefits after
      the date of termination, except for accrued but unpaid
      compensation.

    


    g. Severance
      Payment. If
      Employee is entitled to severance under Sections 5(c) or (e), Employee shall
      be
      paid, as severance, the total Base Salary (as defined in Compensation Schedule)
      due for a period of one year. Any such payment shall be made in substantially
      equal semi-monthly installments on the 15th and last days of each month until
      paid in full and shall only be paid subject to Employee’s execution of a full
      release in favor of the Employer for any potential claims related to this
      Agreement or to Employee’s employment with the Employer.

    


    
      
        
        

      

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

    


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

    


    
      	 	
              (1)

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

            


    

    


    
      	 	
              (2)
                

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

            


    

    


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

    


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

    


    7. Notice
      of Termination.

    


    a. Specificity.
      Any
      termination of Employee’s
      employment by Employer or by Employee shall be communicated by written notice
      of
      termination to the other Party. For purposes of this Agreement, a “notice of
      termination” shall mean a dated notice which shall: (i) indicate the specific
      relevant termination provision in the Agreement; (ii) set forth in reasonable
      detail the facts and circumstances claimed to provide a basis for termination
      of
      Employee’s employment under the provision; and (iii) set forth the date of
      termination, which shall be not less than 30 days nor more than 45 days after
      such notice of termination is given, unless another Section of the Agreement
      requires or permits a different effective date. 

    


    
      
        
        

      

      
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    b. Delivery
      of Notices. All
      notices or resignations given or required to be given herein shall be in
      writing, sent by United States first-class certified or registered mail, postage
      prepaid, by way of overnight carrier, or by hand delivery. If to Employee (or
      to
      the Employee’s spouse or estate upon the Employee’s death) notice shall be sent
      to Employee’s last-known address, and if to Employer, notice shall be sent to
      the Employer’s corporate headquarters. All such notices shall be effective five
      days after having been deposited in the mail if sent via first-class certified
      or registered mail, or upon delivery if by hand delivery or if sent via
      overnight carrier. Either Party, by notice in writing, may change or designate
      the place for receipt of all such notices.

    


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

    


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

    


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

    


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

    


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

    


    e. Employee
      shall comply with restrictive covenants;

    


    f. Employee
      shall comply with any other reasonable request of Employer.

    


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

    


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

     

    
      
        
        

      

      
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    10. Confidentiality.
      Executive
      shall not at any time or in any manner, during or after the term of employment,
      either directly or indirectly, use, divulge, disclose or communicate to any
      person, firm or corporation in any manner whatsoever any information concerning
      any matters affecting the business of Bank, including without limiting the
      generality of the foregoing, the identity of its customers, its manner of
      operation, its plans, processes, or other data without regard to whether all
      of
      the foregoing matters will be deemed confidential, material, or important,
      the
      parties hereto stipulating that as between them, the same are important,
      material, and confidential and gravely affect the effective and successful
      conduct of the business of Bank, and Bank’s good will, and that any breach of
      the terms of this paragraph shall be a material breach of this
      Agreement.

    


    All
      records, files, manuals, lists of customers, blanks, forms, materials, supplies,
      computer programs, and other materials furnished to the Employee by Bank, used
      by the Employee on its behalf, or generated or obtained by Employee during
      the
      course of Employee’s employment, shall be and remain the property of Bank.
      Employee shall be deemed the bailee thereof for the use and benefit of Bank
      and
      shall safely keep and preserve such property, except as consumed in the normal
      business operations of Bank. Employee acknowledges that this property is
      confidential and is not readily accessible to Bank’s competitors. Upon
      termination of the employment relationship, the Employee shall immediately
      deliver to Bank or its authorized representative all such property, including
      all copies, remaining in Employee’s possession and control. 

    


    11.
       Restrictive
      Covenants.

    


    a. Legitimate
      Business Interests. Bank
      is
      entitled to protection of its legitimate business interests, and the parties
      agree that these interests include without limitation: Bank’s confidential
      business and professional information; and Bank’s substantial relationships with
      existing or specific prospective customers and referral sources. The parties
      further agree that Bank has a legitimate business interest in customer referral
      goodwill associated with its trade name and its marketing area with a fifty
      (50)
      mile radius of its offices and branches.

    


    b. Necessity.
      The
      parties agree that a restrictive covenant is reasonably necessary to protect
      these legitimate business interests.

    


    c. Nonsolicitation/Nonacceptance.
      During
      the term of this Agreement and for a period of two (2) years from Employee’s
      termination pursuant to Paragraph 5, Employee agrees to refrain from and not
      to,
      directly or indirectly, as independent contractor, employee, consultant, agent,
      partner, joint venture, or otherwise

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (1)
       solicit
      or counsel any third person, partnership, joint venture, company, corporation,
      association or other organization that knows or reasonably should know is a
      customer or was a customer of Bank within the preceding twenty-four (24) month
      period, regardless of such person’s or entity’s location, to terminate any
      business relationship with Bank and/or commence a similar business relationship
      with any other individual or business entity, 

    


    (2)
       accept,
      with or without solicitation, any business from any third person, partnership,
      joint venture, company, corporation, association or other organization that
      Employee knows or reasonably should know is a customer or was a customer of
      Bank
      within the preceding twenty-four (24) month period, regardless of such person’s
      or entity’s location, provided, however, that it shall not be a violation of
      this subsection if any such person or entity elects, of their own volition,
      to
      do business with the same institution at which Employee is employed and Employee
      is not such person’s or entity’s primary contact person at such institution; or


    


    (3)
       solicit
      any of the employees, affiliates, or agents of Bank regardless of such person’s
      or entity’s location, to terminate any business relationship with
      Bank.

     

    For
      purposes of this Agreement, Employee acknowledges that informing existing
      customers or prospects that Employee is or may be leaving the Bank prior to
      leaving the employment of the Bank shall be deemed to constitute prohibited
      solicitation under this Agreement.

    


    d. Organizing
      Competitive Business, Soliciting Bank’s Employees. Employee
      agrees that so long as he is working for Bank, Employee will not undertake
      the
      planning or organizing of any business activity competitive with the work
      Employee performs. Employee agrees that he will not for a period of one (1)
      year
      following termination of employment relationship with the Bank, directly or
      indirectly solicit any of the Bank’s employees to work for Employee or any other
      competitive business. Employee acknowledges and agrees that all activities
      under
      this paragraph shall be presumed to be in aid of prohibited solicitation under
      the terms of this Agreement. 

    


    e. Non-Competition.
      Employee
      agrees that during the term of the Employee’s employment with Bank and for a
      period of one year immediately following termination of employment, Employee
      will not directly or indirectly own, manage, operate, control, be employed
      by,
      act as an agent for, participate in or be connected in any manner with the
      ownership, management, operation or control of any business which is engaged
      in
      businesses which are or may be competitive to the business of Bank within fifty
      (50) miles of any office or branch of the Bank or with any Person whose intent
      it is to organize another such company or entity to be operated in such
      geographic area.

     

    
      
        
        

      

      
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    f.
      Construction.
      These
      Restrictive Covenants shall be construed in favor of providing reasonable
      protection to Bank’s legitimate business interests. Furthermore, Employee agrees
      that if any portion of the covenants set forth herein are held to be
      unreasonable, arbitrary or against public policy, then such portion of the
      covenants shall be considered divisible as to time, geographic area or
      condition. If any court of competent jurisdiction determines the specified
      time
      period or the specified geographic area to be unreasonable, arbitrary or against
      public policy, then a lesser time period or geographical area, which is
      determined to be reasonable, not arbitrary and not against public policy, may
      be
      enforced against Employee. Employee agrees that the foregoing covenants are
      appropriate and reasonable when considered in light of the nature and extent
      of
      the business of Bank and Employee’s employment. The waiver by Bank of Employee’s
      breach of any provision of the foregoing covenants shall not be construed as
      a
      waiver of any other provisions hereof or of any subsequent breach by Employee.
      

    


    g.
      Notice
      to Subsequent Employer. Employee
      shall fully disclose the terms of the Restrictive Covenants contained in this
      Agreement to any person, corporation or other entity with whom the Employee
      is
      employed or to which the Employee renders services after termination of the
      relationship with Bank until such time as all of Employee’s obligations
      hereunder have been fully performed. Employee further agrees to make such
      disclosure prior to performing any services for such individuals or entities.
      Employee further agrees that the Bank may provide within its sole discretion
      copies of part or all of this Agreement to any future employer of or party
      contracting with Employee or otherwise make provisions of this Agreement known
      to such employer or contracting party
      until such time as Employee has fully performed all obligations hereunder.
      Employee waives any right to assert any claim for damages against Bank or any
      officer,

    


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

    


    
      
        12. 
          Remedies
          for Breach.

      

    

    


    a. Arbitration.
      The
      Parties agree that, except for the specific remedies for Injunctive Relief
      as
      contained in Section 12(b), herein, any controversy or claim arising out of
      or
      relating to this Agreement, or any breach thereof, including, without
      limitation, any claim that this Agreement or any portion thereof is invalid,
      illegal or otherwise voidable, shall be submitted to binding arbitration before
      and in accordance with the Rules of the American Arbitration Association.
      Judgment upon the determination and/or award of such arbitrator may be entered
      in any court having jurisdiction thereof; provided, however, that this clause
      shall not be construed to permit the award of punitive damages to either Party.
      The prevailing party to said arbitration shall be entitled to an award of
      reasonable Attorneys’ Fees. The venue for arbitration shall be in LeonCounty,
      Florida.

    


    
      
        
        

      

      
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    b. Injunctive
      Relief.
      The
      Parties acknowledge and agree that the services to be performed by Employee
      are
      special and unique and that money damages cannot fully compensate Employer
      in
      the event of Employee’s violation of the provisions of Sections 10 and 11 of
      this Agreement. Thus, in the event of a breach of any of the provisions of
      such
      Section, Employee agrees that Employer, upon application to a court of competent
      jurisdiction, shall be entitled to an injunction restraining Employee from
      any
      further breach of the terms and provision of such Section. Employee’s sole
      remedy, in the event of the wrongful entry of such injunction, shall be the
      dissolution of such injunction and recovery of Attorneys’ Fees. Employee hereby
      waives any and all claims for damages by reason of the wrongful issuance of
      any
      such injunction. 

    


    c. Cumulative
      Remedies. Notwithstanding
      any other provision of this Agreement, the injunctive relief described in
      Section 12(b) herein and all other remedies provided for in this Agreement
      which
      are available to Employer as a result of Employee’s breach of this Agreement,
      are in addition to and shall not limit any and all remedies existing at law
      or
      in equity which may also be available to Employer.

    


    13. Assignment.
      The
      rights and obligations of the Bank under this Agreement, specifically inclusive
      of the restrictive covenants, may be assigned by Bank and shall inure to the
      benefit of and be enforceable by the successors and assigns of the Bank and
      Employee expressly consents to any assignment of this Agreement. This Agreement,
      including the restrictive covenants, shall not be binding upon Employee if
      at
      any time during Employee’s employment: (a) Employee’s salary or benefits are
      reduced (but not including a reduction that applies to all employees of the
      Bank); (b) Employee’s title is diminished; or (c) Employee’s office location is
      moved outside Leon County.

    


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

    


    15. 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: 

    


    
      	 	
              (1)

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

            


    

    


    
      	 	
              (2)

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

            


    

     

    
      
        
        

      

      
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    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 court in Leon County,
      Florida.

    


    e. Severability.
      If
      any of
      the provisions of this Agreement shall be held invalid for any reason, the
      remainder of this Agreement shall not be affected thereby and shall remain
      in
      full force and effect in accordance with the remainder of its terms.


    


    f. Entire
      Agreement. This
      Agreement and all other documents incorporated or referred to herein, contain
      the entire agreement of the Parties and there are no representations,
      inducements or other provisions other than those expressed in writing herein.
      No
      modification, waiver or discharge of any provision or any breach of this
      Agreement shall be effective unless it is in writing signed by both Parties.
      A
      Party’s waiver of the other Party=s
      breach
      of any provision of this Agreement, shall not operate, or be construed, as
      a
      waiver of any subsequent breach of that provision or of any other provision
      of
      this Agreement.

    


    g. Waiver.
      No
      course
      of conduct by Employer or Employee and no delay or omission of Employer or
      Employee to exercise any right or power given under this Agreement shall: (i)
      impair the subsequent exercise of any right or power, or (ii) be construed
      to be
      a waiver of any default or any acquiescence in, or consent to, the curing of
      any
      default while any other default shall continue to exist, or be construed to
      be a
      waiver of such continuing default or of any other right or power that shall
      theretofore have arisen. Any power and/or remedy granted by law and by this
      Agreement to any Party hereto may be exercised from time to time, and as often
      as may be deemed expedient. All such rights and powers shall be cumulative
      to
      the fullest extent permitted by law.

    


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

    


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

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    j.
       Amendment
      and Restatement. This
      Agreement amends and completely restates any other employment agreements by
      and
      between Employee and ProBank. By executing this Agreement, Employee and ProBank
      release each other from any obligations under any such other
      Agreements.

    


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

     

    
      	EMPLOYEE	 	PROBANK 
	 
 	 
 	 
 
	
            	By:  	
            
	
              
Bronson
              Bryan Robinson, Jr.	
              
Chairman


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    COMPENSATION
      SCHEDULE

    


    1. Base
      Salary:
      Employee
      shall receive an annual salary of 125,000.00 (the ABase
      Salary@).
      

    


    Employer
      may adjust the Base Salary from time to time based upon the Board=s
      evaluation of Employee=s
      performance. In no event, however, will the Base Salary be reduced without
      Employee=s
      written
      concurrence. 

    


    2. Performance
      Bonuses:
      Employee
      may receive performance bonuses at the discretion of the Board (the “Performance
      Bonus”).

    


    3. Vacation:
      Employee
      is entitled to vacation time per year as may be permitted by the Employer’s
      vacation policy applicable to executive employees of the Bank. 

    


    4. Medical
      Benefits and Other Plans:
      Employee
      shall be permitted to participate in all medical and healthcare benefit plans
      provided by ProBank to its executive officers. Employee shall also be permitted
      to participate in all other benefit plans offered to Bank executive officers
      which
      shall include, at a minimum, full payment of premiums for health insurance
      for
      Employee and his family.

    


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

    


    6. Automobile
      Reimbursement Allowance:
      Employer
      shall provide Employee with a leased vehicle with monthly lease payments of
      approximately $500 or a bank owned vehicle of similar value, as approved by
      the
      Board. and reimburse Employee for his monthly car expenses. Employee shall
      be
      responsible for keeping appropriate records reflecting the allocation of his
      usage of the automobile for federal income tax purposes 

    


    7. Country
      Club Dues:
      Employer
      shall reimburse Employee for the monthly membership dues and costs of a country
      club, membership at a Country Club approved by the board, the University Center
      Club and the Premier Health and Fitness Club, as well as any additional
      reasonable cost related to business development efforts for the
      Bank.

    


    8. Stock
      Options:
      Once the
      Bank opens, and once the Company has adopted a Stock Option and Plan (the
“Plan”), the Company shall grant Employee an option to purchase 25,000 shares of
      the Company’s common stock at $10.00 per share. The option will vest over a 5
      year period, whereby one-fifth of the shares will vest on each anniversary
      date
      following the grant until fully vested. The option will be subject to the
      approval of the Plan by the Company’s shareholders.

    


    
      
        9.
          Directors
          Fees:
          Unless
          otherwise prohibited by law, Employee shall receive director pay equal
          to the
          amount the Bank pays its then current Directors, for attending monthly
          Board
          meetings.

      

    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EMPLOYMENT
      DESCRIPTION SCHEDULE

    SCHEDULE
      A

     

    Employee
      shall serve as the Bank’s President and Chief Executive Officer, through
      election by the Board. In such capacity, Employee shall have the same powers,
      duties and responsibilities of supervision and management of the Bank usually
      accorded to the President and Chief Executive Officer of similar Florida
      financial institutions. In addition, Employee shall use his 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 his full business time and attention and use his 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)
                

            	
              build
                and maintain a high quality management
                team;

            


    

    


    
      	 	
              (ii)
                

            	
              establish
                job descriptions for the Bank’s management team and
                employees;

            


    

    


    
      	 	
              (iii)
                

            	
              build
                and oversee the management of the Bank’s future branch
                network;

            


    

    


    
      	 	
              (iv)
                

            	
              manage
                Bank personnel and ensure adequate management and employee training
                is
                provided;

            


    

    


    
      	 	
              (v)

            	
              establish
                a management succession plan and provide leadership that will result
                in
                management and employee stability;

            


    

    


    
      	 	
              (vi)
                

            	
              serve
                as a member of the Board of Directors, when elected to such a
                position;

            


    

    


    
      	 	
              (vii)
                

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

            


    

    


    
      	 	
              (viii)
                

            	
              keep
                the Board informed of important developments concerning the Bank,
                industry
                developments and regulatory initiatives affecting the
                Bank;

            


    

    


    
      	 	
              (ix)
                

            	
              supervise
                all lending and assist in proper underwriting, servicing and loan
                resolution;

            


    

    


    
      	 	
              (x)
                

            	
              establish
                and implement marketing efforts to increase the business of the
                Bank;

            


    

    


    
      	 	
              (xi)
                

            	
              coordinate
                with the Bank’s attorneys and accountants and other service providers to
                the extent necessary to further the business of the Bank, keeping
                in
                compliance with government laws and regulations and otherwise keeping
                the
                Bank in as good a financial and legal posture as possible;
                

            


    

    


    
      	 	
              (xii)
                

            	
              maintain
                adequate expense records of Employee’s activities on the Bank’s behalf;
                and

            


    

    


    
      	 	
              (xiii)
                

            	
              conduct
                and undertake 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.

            


    

    


    The
      performance by Employee of all duties outlined in this Schedule A shall be
      reviewed on an annual basis as provided in Section 1 of this
      Agreement.

    


    
      
        
        

      

      
        14