EXHIBIT 10.13


	
  

 
	
 Floridian Bank.

 
	
 Salary Continuation Agreement

 
	

 


 



FLORIDIAN BANK 

SALARY CONTINUATION AGREEMENT


          This
Salary Continuation Agreement (this “Agreement”) is adopted this 31st day
of March, 2009, by and between FLORIDIAN
BANK, a state-chartered commercial bank located in Daytona Beach,
Florida (the “Company”), and KEITH BULKO (the
“Executive”).


          The
purpose of this Agreement is to provide specified benefits to the Executive, a
member of a select group of management or highly compensated employees who
contribute materially to the continued growth, development and future business
success of the Company. This Agreement shall be unfunded for tax purposes and
for purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”), as amended from time to time.


Article
1

Definitions


          Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified:


	
  

 	
  

 
	
 1.1

 	
 “Accrual Balance”
 means the liability that should be accrued by the Company, under Generally
 Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the
 Executive under this Agreement, by applying Accounting Principles Board
 Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting
 Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety
 of amortization methods may be used to determine the Accrual Balance.
 However, once chosen, the method must be consistently applied.

 
	
  

 	
  

 
	
 1.2

 	
 “Beneficiary”
 means each designated person or entity, or the estate of the deceased
 Executive, entitled to any benefits upon the death of the Executive pursuant
 to Article 4.

 
	
  

 	
  

 
	
 1.3

 	
 “Beneficiary
 Designation Form” means the form established from time to time by the
 Plan Administrator that the Executive completes, signs and returns to the
 Plan Administrator to designate one or more Beneficiaries.

 
	
  

 	
  

 
	
 1.4

 	
 “Board” means
 the Board of Directors of the Company as from time to time constituted.

 
	
  

 	
  

 
	
 1.5

 	
 “Change in Control”
 means a change in the ownership or effective control of the Company, or in
 the ownership of a substantial portion of the assets of the Company, as such
 change is defined in Code Section 409A and regulations thereunder.

 
	
  

 	
  

 
	
 1.6

 	
 “Code” means the
 Internal Revenue Code of 1986, as amended, and all regulations and guidance
 thereunder, including such regulations and guidance as may be promulgated
 after the Effective Date.

 













	
  

 
	
 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 




	
  

 	
  

 
	
 1.7

 	
 “Disability”
 means the Executive: (i) is unable to engage in any substantial gainful
 activity by reason of any medically determinable physical or mental
 impairment which can be expected to result in death or can be expected to
 last for a continuous period of not less than twelve (12) months; or (ii) is,
 by reason of any medically determinable physical or mental impairment which
 can be expected to result in death or can be expected to last for a
 continuous period of not less than twelve (12) months, receiving income
 replacement benefits for a period of not less than three (3) months under an
 accident and health plan covering employees or directors of the Company.
 Medical determination of Disability may be made by either the Social Security
 Administration or by the provider of disability insurance covering employees
 or directors of the Company provided that the definition of “disability”
 applied under such insurance program complies with the requirements of the
 preceding sentence. Upon the request of the Plan Administrator, the Executive
 must submit proof to the Plan Administrator of the Social Security
 Administration’s or the provider’s determination.

 
	
  

 	
  

 
	
 1.8

 	
 “Discount Rate”
 means the rate used by the Plan Administrator for determining the Accrual
 Balance. The initial Discount Rate is six percent (6%). However, the Plan Administrator,
 in its discretion, may adjust the Discount Rate to maintain the rate within
 reasonable standards according to GAAP and/or applicable bank regulatory
 guidance.

 
	
  

 	
  

 
	
 1.9

 	
 “Early Termination”
 means the Executive’s Separation from Service before attainment of Normal
 Retirement Age except when such Separation from Service occurs following a
 Change in Control or due to death, Disability or Termination for Cause.

 
	
  

 	
  

 
	
 1.10

 	
 “Effective Date”
 means April 1, 2009.

 
	
  

 	
  

 
	
 1.11

 	
 “Normal Retirement
 Age” means December 31 after the Executive’s attainment of age sixty-five
 (65).

 
	
  

 	
  

 
	
 1.12

 	
 “Normal Retirement
 Date” means the later of Normal Retirement Age or Separation from
 Service.

 
	
  

 	
  

 
	
 1.13

 	
 “Plan Administrator”
 means the Board or such committee or person as the Board shall appoint.

 
	
  

 	
  

 
	
 1.14

 	
 “Plan Year”
 means each twelve (12) month period commencing on January 1 and ending on
 December 31 of each year.

 
	
  

 	
  

 
	
 1.15

 	
 “Separation from
 Service” means termination of the Executive’s employment with the Company
 for reasons other than death. Whether a Separation from Service has occurred
 is determined in accordance with the requirements of Code Section 409A based
 on whether the facts and circumstances indicate that the Company and
 Executive reasonably anticipated that no further services would be performed
 after a certain date or that the level of bona fide services the Executive
 would perform after such date (whether as an employee or as an independent
 contractor) would permanently decrease to no more than

 


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 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 
	
  

 	
 twenty percent (20%) of
 the average level of bona fide services performed (whether as an employee or
 an independent contractor) over the immediately preceding thirty-six (36)
 month period (or the full period of services to the Company if the Executive
 has been providing services to the Company less than thirty-six (36) months).

 
	
  

 	
  

 
	
 1.16

 	
 “Specified Employee”
 means an employee who at the time of Separation from Service is a key
 employee of the Company, if any stock of the Company is publicly traded on an
 established securities market or otherwise. For purposes of this Agreement,
 an employee is a key employee if the employee meets the requirements of Code
 Section 416(i)(l)(A)(i), (ii), or (iii) (applied in accordance with the
 regulations thereunder and disregarding section 416(i)(5)) at any time during
 the twelve (12) month period ending on December 31 (the “identification
 period”). If the employee is a key employee during an identification period,
 the employee is treated as a key employee for purposes of this Agreement
 during the twelve (12) month period that begins on the first day of April
 following the close of the identification period.

 
	
  

 	
  

 
	
 1.17

 	
 “Termination for
 Cause” means Separation from Service for any of the following reasons:

 
	
  

 	
  

 
	
  

 	
 (a)          If
 the Executive shall fail or refuse to comply with the obligations required of
 him as set forth in his Employment Agreement or comply with the policies of
 the Company established by the Board from time to time; provided, however,
 that for the first such failure or refusal, the Executive shall be given
 written warning (providing at least a ten (10) day period for an opportunity
 to cure), and the second failure or refusal shall be grounds for termination
 for Cause;

 
	
  

 	
  

 
	
  

 	
 (b)          If
 the Executive shall have engaged in conduct involving fraud, deceit, personal
 dishonesty, or breach of fiduciary duty, or any other conduct which has
 adversely affected, or may adversely affect, the business or reputation of
 the Company;

 
	
  

 	
  

 
	
  

 	
 (c)          If
 the Executive shall have violated any banking law or regulation, memorandum
 of understanding, cease and desist order, or other agreement with any banking
 agency having jurisdiction over the Company;

 
	
  

 	
  

 
	
  

 	
 (d)          If
 the Executive shall have become subject to continuing intemperance in the use
 of alcohol or drugs which has adversely affected, or may adversely affect,
 the business or reputation of the Company, or has been convicted of a crime
 involving moral turpitude;

 
	
  

 	
  

 
	
  

 	
 (e)          If
 the Executive shall have filed, or had filed against him, any petition under
 the federal bankruptcy laws or any state insolvency laws; or

 
	
  

 	
  

 
	
  

 	
 (f)          If
 the Executive shall fail to achieve mutually agreed upon performance
 standards established from time to time.

 


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 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 



Article 2 

Distributions During Lifetime


	
  

 	
  

 	
  

 
	
 2.1

 	
 Normal Retirement
 Benefit. Upon Separation from Service after attaining
 Normal Retirement Age, the Company shall distribute to the Executive the
 benefit described in this Section 2.1 in lieu of any other benefit under this
 Article.

 
	
  

 	
  

 
	
  

 	
 2.1.1

 	
 Amount of Benefit.
 The annual benefit under this Section 2.1 is One Hundred and Five Thousand
 Dollars ($105,000).

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.2

 	
 Distribution of Benefit.
 The Company shall distribute the annual benefit to the Executive in twelve
 (12) equal monthly installments commencing on the first day of the month
 following the Normal Retirement Date. The annual benefit shall be distributed
 to the Executive for fifteen (15) years.

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 Early Termination
 Benefit. If Early Termination occurs, the Company shall
 distribute to the Executive the benefit described in this Section 2.2 in lieu
 of any other benefit under this Article.

 
	
  

 	
  

 
	
  

 	
 2.2.1 

 	
 Amount of Benefit.
 The benefit under this Section 2.2 is the Accrual Balance determined as of
 the end of the Plan Year preceding Separation from Service subject to the
 Vesting Percentage. Interest shall be credited from Separation from Service
 to Normal Retirement Age at a rate equal to the Discount Rate in effect at
 the time of Separation from Service.

 






	
  

 	
  

 	
  

 
	
 Date in Which Separation from 

Service Occurs 

 	
  

 	
 Vesting Percentage 

 
	

 


 	
  

 	

 


 
	
 04/01/09-12/30/09

 	
  

 	
   0%

 
	
 12/31/09-12/30/10

 	
  

 	
 10%

 
	
 12/31/010-12/30/11

 	
  

 	
 20%

 
	
 12/31/11-12/30/12

 	
  

 	
 30%

 
	
 12/31/12-12/30/13

 	
  

 	
 40%

 
	
 12/31/13-12/30/14

 	
  

 	
 50%

 
	
 12/31/14-12/30/15

 	
  

 	
 60%

 
	
 12/31/15-12/30/16

 	
  

 	
 70%

 
	
 12/31/16-12/30/17

 	
  

 	
 80%

 
	
 12/31/17-12/30/18

 	
  

 	
 90%

 
	
 On or After 12/31/18

 	
  

 	
 100%  

 






	
  

 	
  

 	
  

 
	
  

 	
 2.2.2

 	
 Distribution of Benefit.
 The Company shall distribute the benefit to the Executive in one hundred
 eighty (180) equal monthly installments commencing on the first day of the
 month following Normal Retirement Age. Interest shall be credited 

 


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 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 during the installment
 period at a rate equal to the Discount Rate in effect at the time of
 Separation from Service.

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 Disability Benefit.
 If the Executive experiences a Disability, the Company shall distribute to
 the Executive the benefit described in this Section 2.3 in lieu of any other
 benefit under this Article.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.1

 	
 Amount of Benefit.
 The benefit under this Section 2.3 is one hundred percent (100%) of the
 Accrual Balance determined as of the date of Disability.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.3.2

 	
 Distribution of Benefit.
 The Company shall distribute the benefit to the Executive in a lump sum the
 first of the month following Disability.

 
	
  

 	
  

 	
  

 
	
 2.4

 	
 Change in Control
 Benefit. If a Change in Control occurs, the Company shall
 distribute to the Executive the benefit described in this Section 2.4 in lieu
 of any other benefit under this Article.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.4.1

 	
 Amount of Benefit.
 The benefit under this Section 2.4 is the present value (using the Discount
 Rate in effect at the time of the Change in Control) of the Accrual Balance
 required at Normal Retirement Age to pay the benefit described in Sections
 2.1.1 and 2.1.2. Interest shall be credited to this amount during the
 installment period at a rate equal to the Discount Rate in effect at the time
 of Change in Control.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.4.2

 	
 Distribution of Benefit.
 The Company shall distribute the benefit under this Section 2.4 to the
 Executive in thirty-six (36) equal monthly installments commencing on the
 first day of the month following Change in Control.

 
	
  

 	
  

 	
  

 
	
 2.5

 	
 Restriction on
 Commencement of Distributions. Notwithstanding any
 provision of this Agreement to the contrary, if the Executive is considered a
 Specified Employee, the provisions of this Section 2.5 shall govern all
 distributions hereunder. If benefit distributions which would otherwise be
 made to the Executive due to Separation from Service are limited because the
 Executive is a Specified Employee, then such distributions shall not be made
 during the first six (6) months following Separation from Service. Rather,
 any distribution which would otherwise be paid to the Executive during such
 period shall be accumulated and paid to the Executive in a lump sum on the
 first day of the seventh month following Separation from Service. All
 subsequent distributions shall be paid in the manner specified.

 
	
  

 	
  

 	
  

 
	
 2.6

 	
 Distributions Upon
 Taxation of Amounts Deferred. If, pursuant to Code Section
 409A, the Federal Insurance Contributions Act or other state, local or
 foreign tax, the Executive becomes subject to tax on the amounts deferred
 hereunder, then the Company may make a limited distribution to the Executive
 in a manner that conforms to the requirements of Code section 409A. Any such
 distribution will decrease the Executive’s benefits distributable under this
 Agreement.

 


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 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 
	
 2.7

 	
 Change in Form or
 Timing of Distributions. For distribution of benefits under
 this Article 2, the Executive and the Company may, subject to the terms of
 Section 8.1, amend this Agreement to delay the timing or change the form of
 distributions. Any such amendment:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 may not accelerate the
 time or schedule of any distribution, except as provided in Code Section 409A;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 must, for benefits
 distributable under Section 2.2, 2.3 and 2.4, be made at least twelve (12)
 months prior to the first scheduled distribution;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 must, for benefits
 distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of
 distributions for a minimum of five (5) years from the date the first
 distribution was originally scheduled to be made; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 must take effect not
 less than twelve (12) months after the amendment is made.

 



Article 3 

Distribution at Death


	
  

 	
  

 	
  

 
	
 3.1

 	
 Death During Active
 Service. If the Executive dies prior to Separation from
 Service, the Company shall distribute to the Beneficiary the benefit
 described in this Section 3.1. This benefit shall be distributed in lieu of
 any benefit under Article 2.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1.1

 	
 Amount of Benefit.
 The benefit under this Section 3.1 is the Accrual Balance (using the Discount
 Rate in effect at the time of the Executive’s death) required at Normal
 Retirement Age to pay the benefit described in Sections 2.1.1 and 2.1.2.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1.2

 	
 Distribution of Benefit.
 The Company shall distribute the benefit to the Beneficiary in a lump sum the
 first day of the fourth month following the Executive’s death. The
 Beneficiary shall be required to provide to the Company the Executive’s death
 certificate.

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 Death During
 Distribution of a Benefit. If the Executive dies after any
 benefit distributions have commenced under this Agreement but before
 receiving all such distributions, the Company shall distribute to the
 Beneficiary the remaining benefits at the same time and in the same amounts
 they would have been distributed to the Executive had the Executive survived.

 
	
  

 	
  

 	
  

 
	
 3.3

 	
 Death Before Benefit
 Distributions Commence. If the Executive is entitled to
 benefit distributions under this Agreement but dies prior to the date that
 commencement of said benefit distributions are scheduled to be made under this
 Agreement, the Company shall distribute to the Beneficiary the same benefits
 to which the Executive was entitled prior to death, except that the benefit
 distributions shall be paid in the manner specified in Section 3.1.2 and
 shall commence the first day of the fourth month following the

 


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 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 
	
  

 	
 Executive’s death. The
 Beneficiary shall be required to provide to the Company the Executive’s death
 certificate.

 
	
  

 	
  

 
	
 Article
 4 

 Beneficiaries

 
	
  

 	
  

 
	
 4.1

 	
 In General.
 The Executive shall have the right, at any time, to designate a Beneficiary
 to receive any benefit distributions under this Agreement upon the death of
 the Executive. The Beneficiary designated under this Agreement may be the
 same as or different from the beneficiary designated under any other plan of
 the Company in which the Executive participates.

 
	
  

 	
  

 
	
 4.2

 	
 Designation.
 The Executive shall designate a Beneficiary by completing and signing the
 Beneficiary Designation Form and delivering it to the Plan Administrator or
 its designated agent. If the Executive names someone other than the
 Executive’s spouse as a Beneficiary, the Plan Administrator may, in its sole
 discretion, determine that spousal consent is required to be provided in a
 form designated by the Plan Administrator, executed by the Executive’s spouse
 and returned to the Plan Administrator. The Executive’s beneficiary
 designation shall be deemed automatically revoked if the Beneficiary
 predeceases the Executive or if the Executive names a spouse as Beneficiary
 and the marriage is subsequently dissolved. The Executive shall have the
 right to change a Beneficiary by completing, signing and otherwise complying
 with the terms of the Beneficiary Designation Form and the Plan
 Administrator’s rules and procedures. Upon the acceptance by the Plan
 Administrator of a new Beneficiary Designation Form, all Beneficiary
 designations previously filed shall be cancelled. The Plan Administrator
 shall be entitled to rely on the last Beneficiary Designation Form filed by
 the Executive and accepted by the Plan Administrator prior to the Executive’s
 death.

 
	
  

 	
  

 
	
 4.3

 	
 Acknowledgment.
 No designation or change in designation of a Beneficiary shall be effective
 until received, accepted and acknowledged in writing by the Plan Administrator
 or its designated agent.

 
	
  

 	
  

 
	
 4.4

 	
 No Beneficiary
 Designation. If the Executive dies without a valid
 beneficiary designation, or if all designated Beneficiaries predecease the
 Executive, then the Executive’s spouse shall be the designated Beneficiary.
 If the Executive has no surviving spouse, any benefit shall be paid to the
 Executive’s estate.

 
	
  

 	
  

 
	
 4.5

 	
 Facility of
 Distribution. If the Plan Administrator determines in its
 discretion that a benefit is to be distributed to a minor, to a person declared
 incompetent or to a person incapable of handling the disposition of that
 person’s property, the Plan Administrator may direct distribution of such
 benefit to the guardian, legal representative or person having the care or
 custody of such minor, incompetent person or incapable person. The Plan
 Administrator may require proof of incompetence, minority or guardianship as
 it may deem appropriate prior to distribution of the benefit. Any
 distribution of a benefit shall be a distribution for the account of the
 Executive and the Beneficiary, as the case

 


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 Floridian Bank

 
	
 Salary Continuation Agreement 

 
	

 


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 may be, and shall
 completely discharge any liability under this Agreement for such distribution
 amount.

 
	
  

 
	
 Article
 5

 
	
 General
 Limitations

 
	
  

 
	
 5.1

 	
 Termination for Cause.
 Notwithstanding any provision of this Agreement to the contrary, the Company
 shall not distribute any benefit under this Agreement if the Executive’s
 employment with the Company is terminated by the Company or an applicable
 regulator due to a Termination for Cause.

 
	
  

 	
  

 
	
 5.2

 	
 Suicide or Misstatement.
 No benefit shall be distributed if the Executive commits suicide within two
 (2) years after the Effective Date, or if an insurance company which issued a
 life insurance policy covering the Executive and owned by the Company denies
 coverage (i) for material misstatements of fact made by the Executive on an
 application for such life insurance, or (ii) for any other reason.

 
	
  

 	
  

 
	
 5.3

 	
 Removal.
 Notwithstanding any provision of this Agreement to the contrary, the Company
 shall not distribute any benefit under this Agreement if the Executive is
 subject to a final removal or prohibition order issued by an appropriate
 federal banking agency pursuant to Section 8(e) of the Federal Deposit
 Insurance Act. Notwithstanding anything herein to the contrary, any payments
 made to the Executive pursuant to this Agreement, or otherwise, shall be
 subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC
 Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any
 other regulations or guidance promulgated thereunder.

 
	
  

 	
  

 
	
 5.4

 	
 Forfeiture Provision.
 The Executive shall forfeit any non-distributed benefits under this Agreement
 if during the term of this Agreement and within twelve (12) months following
 a Separation from Service, the Executive, directly or indirectly, either as
 an individual or as a proprietor, stockholder, partner, officer, director,
 employee, agent, consultant or independent contractor of any individual,
 partnership, corporation or other entity (excluding an ownership interest of
 three percent (3%) or less in the stock of a publicly- traded company):

 
	
  

 	
  

 
	
  

 	
 (i)          becomes
 employed by, participates in, or becomes connected in any manner with the
 ownership, management, operation or control of any bank, savings and loan or
 other similar financial institution if the Executive’s responsibilities will
 include providing banking or other financial services within twenty five (25)
 miles of any office maintained by the Company as of the date of the
 termination of the Executive’s employment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)          participates
 in any way in hiring or otherwise engaging, or assisting any other person or
 entity in hiring or otherwise engaging, on a temporary, part-time or
 permanent basis, any individual who was employed by the Company as of the
 date of termination of the Executive’s employment;

 


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 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 	
  

 
	
  

 	
 (iii)          assists,
 advises, or serves in any capacity, representative or otherwise, any third
 party in any action against the Company or transaction involving the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)          sells,
 offers to sell, provides banking or other financial services, assists any
 other person in selling or providing banking or other financial services, or
 solicits or otherwise competes for, either directly or indirectly, any
 orders, contract, or accounts for services of a kind or nature like or
 substantially similar to the financial services performed or financial
 products sold by the Company (the preceding hereinafter referred to as
 “Services”), to or from any person or entity from whom the Executive or the
 Company, to the knowledge of the Executive provided banking or other
 financial services, sold, offered to sell or solicited orders, contracts or
 accounts for Services during the one (1) year period immediately prior to the
 termination of the Executive’s employment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)          divulges,
 discloses, or communicates to others in any manner whatsoever, any
 confidential information of the Company, to the knowledge of the Executive,
 including, but not limited to, the names and addresses of customers or
 prospective customers, of the Company, as they may have existed from time to
 time, of work performed or services rendered for any customer, any method
 and/or procedures relating to projects or other work developed for the
 Company, earnings or other information concerning the Company. The
 restrictions contained in this subparagraph (v) apply to all information
 regarding the Company, regardless of the source who provided or compiled such
 information. Notwithstanding anything to the contrary, all information
 referred to herein shall not be disclosed unless and until it becomes known
 to the general public from sources other than the Executive,

 
	
  

 	
  

 	
  

 
	
 5.5

 	
 Change in Control.
 The forfeiture provision detailed in Section 5.4 hereof shall not be
 enforceable following a Change in Control.

 
	
  

 	
  

 
	
 Article
 6

 
	
 Administration
 of Agreement

 
	
  

 
	
 6.1

 	
 Plan Administrator
 Duties. The Plan Administrator shall administer this
 Agreement according to its express terms and shall also have the discretion
 and authority to (i) make, amend, interpret and enforce all appropriate rules
 and regulations for the administration of this Agreement and (ii) decide or
 resolve any and all questions, including interpretations of this Agreement, as
 may arise in connection with this Agreement to the extent the exercise of
 such discretion and authority does not conflict with Code Section 409A.

 
	
  

 	
  

 
	
 6.2

 	
 Agents.
 In the administration of this Agreement, the Plan Administrator may employ
 agents and delegate to them such administrative duties as the Plan
 Administrator sees fit, including acting through a duly appointed
 representative, and may from time to time consult with counsel who may be
 counsel to the Company.

 
	
  

 	
  

 
	
 6.3

 	
 Binding Effect of
 Decisions. Any decision or action of the Plan Administrator
 with

 


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 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 	
  

 
	
  

 	
 respect to any question
 arising out of or in connection with the administration, interpretation or
 application of this Agreement and the rules and regulations promulgated
 hereunder shall be final and conclusive and binding upon all persons having
 any interest in this Agreement.

 
	
  

 	
  

 	
  

 
	
 6.4

 	
 Indemnity of Plan
 Administrator. The Company shall indemnify and hold
 harmless the Plan Administrator against any and all claims, losses, damages,
 expenses or liabilities arising from any action or failure to act with
 respect to this Agreement, except in the case of willful misconduct by the
 Plan Administrator.

 
	
  

 	
  

 	
  

 
	
 6.5

 	
 Company Information.
 To enable the Plan Administrator to perform its functions, the Company shall
 supply full and timely information to the Plan Administrator on all matters
 relating to the date and circumstances of the Executive’s death, Disability
 or Separation from Service, and such other pertinent information as the Plan
 Administrator may reasonably require.

 
	
  

 	
  

 	
  

 
	
 6.6

 	
 Annual Statement.
 The Plan Administrator shall provide to the Executive, within one hundred
 twenty (120) days after the end of each Plan Year, a statement setting forth
 the benefits to be distributed under this Agreement.

 
	
  

 	
  

 	
  

 
	
 Article
 7

 
	
 Claims
 And Review Procedures

 
	
  

 	
  

 	
  

 
	
 7.1

 	
 Claims Procedure.
 An Executive or Beneficiary (“claimant”) who has not received benefits under
 this Agreement that he or she believes should be distributed shall make a
 claim for such benefits as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
 7.1.1

 	
 Initiation – Written
 Claim. The claimant initiates a claim by submitting to the
 Plan Administrator a written claim for the benefits. If such a claim relates
 to the contents of a notice received by the claimant, the claim must be made
 within sixty (60) days after such notice was received by the claimant. All
 other claims must be made within one hundred eighty (180) days of the date on
 which the event that caused the claim to arise occurred. The claim must state
 with particularity the determination desired by the claimant.

 
	
  

 	
  

 	
  

 
	
  

 	
 7.1.2

 	
 Timing of Plan
 Administrator Response. The Plan Administrator shall
 respond to such claimant within ninety (90) days after receiving the claim.
 If the Plan Administrator determines that special circumstances require
 additional time for processing the claim, the Plan Administrator can extend
 the response period by an additional ninety (90) days by notifying the
 claimant in writing, prior to the end of the initial ninety (90) day period,
 that an additional period is required. The notice of extension must set forth
 the special circumstances and the date by which the Plan Administrator
 expects to render its decision.

 


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 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.1.3

 	
 Notice of Decision.
 If the Plan Administrator denies part or all of the claim, the Plan
 Administrator shall notify the claimant in writing of such denial. The Plan
 Administrator shall write the notification in a manner calculated to be
 understood by the claimant. The notification shall set forth:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The specific reasons
 for the denial;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A reference to the
 specific provisions of this Agreement on which the denial is based;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 A description of any
 additional information or material necessary for the claimant to perfect the
 claim and an explanation of why it is needed;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 An explanation of this
 Agreement’s review procedures and the time limits applicable to such
 procedures; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 A statement of the
 claimant’s right to bring a civil action under ERISA Section 502(a) following
 an adverse benefit determination on review.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.2

 	
 Review Procedure.
 If the Plan Administrator denies part or all of the claim, the claimant shall
 have the opportunity for a full and fair review by the Plan Administrator of
 the denial as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2.1

 	
 Initiation – Written
 Request. To initiate the review, the claimant, within sixty
 (60) days after receiving the Plan Administrator’s notice of denial, must
 file with the Plan Administrator a written request for review.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2.2

 	
 Additional Submissions
 – Information Access. The claimant shall then have the
 opportunity to submit written comments, documents, records and other
 information relating to the claim. The Plan Administrator shall also provide
 the claimant, upon request and free of charge, reasonable access to, and
 copies of, all documents, records and other information relevant (as defined
 in applicable ERISA regulations) to the claimant’s claim for benefits.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2.3

 	
 Considerations on
 Review. In considering the review, the Plan Administrator
 shall take into account all materials and information the claimant submits
 relating to the claim, without regard to whether such information was
 submitted or considered in the initial benefit determination.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2.4

 	
 Timing of Plan
 Administrator Response. The Plan Administrator shall
 respond in writing to such claimant within sixty (60) days after receiving
 the request for review. If the Plan Administrator determines that special
 circumstances require additional time for processing the claim, the Plan
 Administrator can extend the response period by an additional sixty (60) days
 by notifying the claimant in writing, prior to the end of the initial sixty
 (60) day period, that an additional period is required. The notice of
 extension must set forth the special circumstances and the date by which the
 Plan Administrator expects to render its decision.

 


11









	
  

 
	
 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.2.5

 	
 Notice of Decision.
 The Plan Administrator shall notify the claimant in writing of its decision
 on review. The Plan Administrator shall write the notification in a manner
 calculated to be understood by the claimant. The notification shall set
 forth:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 The specific reasons
 for the denial;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 A reference to the
 specific provisions of this Agreement on which the denial is based;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 A statement that the
 claimant is entitled to receive, upon request and free of charge, reasonable
 access to, and copies of, all documents, records and other information
 relevant (as defined in applicable ERISA regulations) to the claimant’s claim
 for benefits; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 A statement of the
 claimant’s right to bring a civil action under ERISA Section 502(a).

 
	
  

 	
  

 	
  

 	
  

 
	
 Article
 8

 
	
 Amendments
 and Termination

 
	
  

 
	
 8.1

 	
 Amendments.
 This Agreement may be amended only by a written agreement signed by the
 Company and the Executive. However, the Company may unilaterally amend this
 Agreement to conform with written directives to the Company from its auditors
 or banking regulators or to comply with legislative changes or tax law,
 including without limitation Code Section 409A.

 
	
  

 	
  

 	
  

 
	
 8.2

 	
 Plan Termination
 Generally. This Agreement may be terminated only by a
 written agreement signed by the Company and the Executive. The benefit shall
 be the Accrual Balance as of the date this Agreement is terminated. Except as
 provided in Section 8.3, the termination of this Agreement shall not cause a
 distribution of benefits under this Agreement. Rather, upon such termination
 benefit distributions will be made at the earliest distribution event
 permitted under Article 2 or Article 3.

 
	
  

 	
  

 	
  

 
	
 8.3

 	
 Plan Terminations Under
 Code Section 409A. Notwithstanding anything to the contrary
 in Section 8.2, if the Company terminates this Agreement in the following
 circumstances:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Within thirty (30) days
 before or twelve (12) months after a Change in Control, provided that all
 distributions are made no later than twelve (12) months following such
 termination of this Agreement and further provided that all the Company’s
 arrangements which are substantially similar to this Agreement are terminated
 so the Executive and all participants in the similar arrangements are
 required to receive all amounts of compensation deferred under the terminated
 arrangements within twelve (12) months of such termination;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Upon the Company’s
 dissolution or with the approval of a bankruptcy court provided that the
 amounts deferred under this Agreement are included in the Executive’s gross income
 in the latest of (i) the calendar year in which this Agreement terminates;
 (ii) the calendar year in which the amount is no longer

 


12









	
  

 
	
 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 subject to a
 substantial risk of forfeiture; or (iii) the first calendar year in which the
 distribution is administratively practical; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Upon the Company’s
 termination of this and all other arrangements that would be aggregated with
 this Agreement pursuant to Treasury Regulations Section 1.409A-l(c) if the
 Executive participated in such arrangements (“Similar Arrangements”),
 provided that (i) the termination and liquidation does not occur proximate to
 a downturn in the financial health of the Company, (ii) all termination
 distributions are made no earlier than twelve (12) months and no later than
 twenty-four (24) months following such termination, and (iii) the Company
 does not adopt any new arrangement that would be a Similar Arrangement for a
 minimum of three (3) years following the date the Company takes all necessary
 action to irrevocably terminate and liquidate the Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 the Company may
 distribute the Accrual Balance, determined as of the date of the termination
 of this Agreement, to the Executive in a lump sum subject to the above terms.

 
	
  

 	
  

 
	
 Article
 9

 
	
 Miscellaneous

 
	
  

 
	
 9.1

 	
 Binding Effect.
 This Agreement shall bind the Executive and the Company and their
 beneficiaries, survivors, executors, administrators and transferees.

 
	
  

 	
  

 
	
 9.2

 	
 No Guarantee of
 Employment. This Agreement is not a contract for
 employment. It does not give the Executive the right to remain as an employee
 of the Company nor interfere with the Company’s right to discharge the
 Executive. It does not require the Executive to remain an employee nor
 interfere with the Executive’s right to terminate employment at any time.

 
	
  

 	
  

 
	
 9.3

 	
 Non-Transferability.
 Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
 attached or encumbered in any manner.

 
	
  

 	
  

 
	
 9.4

 	
 Tax Withholding and
 Reporting. The Company shall withhold any taxes that are
 required to be withheld, including but not limited to taxes owed under Code
 Section 409A from the benefits provided under this Agreement. The Executive
 acknowledges that the Company’s sole liability regarding taxes is to forward
 any amounts withheld to the appropriate taxing authorities. The Company shall
 satisfy all applicable reporting requirements, including those under Code
 Section 409A.

 
	
  

 	
  

 
	
 9.5

 	
 Applicable Law.
 This Agreement and all rights hereunder shall be governed by the laws of the
 State of Florida, except to the extent preempted by the laws of the United
 States of America.

 
	
  

 	
  

 
	
 9.6

 	
 Unfunded Arrangement.
 The Executive and the Beneficiary are general unsecured creditors of the
 Company for the distribution of benefits under this Agreement. The benefits
 represent the mere promise by the Company to distribute such benefits. The

 


13









	
  

 
	
 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 
	
  

 	
 rights to benefits are not subject in any manner to
 anticipation, alienation, sale, transfer, assignment, pledge,
 encumbrance, attachment or garnishment by creditors. Any insurance on the
 Executive’s life or other informal funding asset is a general asset of the Company to which the
 Executive and Beneficiary have no preferred or secured claim.

 
	
  

 	
  

 
	
 9.7

 	
 Reorganization. The Company shall
 not merge or consolidate into or with another bank, or reorganize, or sell
 substantially all of its assets to another bank, firm or person unless such succeeding or
 continuing bank, firm or person agrees to assume and discharge the obligations of the
 Company under this Agreement. Upon the occurrence of such an event, the term
 “Company” as used in this Agreement shall be deemed to refer to the successor or survivor
 entity.

 
	
  

 	
  

 
	
 9.8

 	
 Entire Agreement. This Agreement
 constitutes the entire agreement between the Company and the Executive as to the subject
 matter hereof. No rights are granted to the Executive by virtue of this Agreement other than
 those specifically set forth herein.

 
	
  

 	
  

 
	
 9.9

 	
 Interpretation. Wherever the fulfillment of the intent
 and purpose of this Agreement requires and
 the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the
 plural.

 
	
  

 	
  

 
	
 9.10

 	
 Alternative; Action. In the event it
 shall become impossible for the Company or the Plan Administrator to
 perform any act required by this Agreement due to regulatory or other constraints, the
 Company or Plan Administrator may perform such alternative act as most nearly carries out the
 intent and purpose of this Agreement and is in the best interests of the Company, provided
 that such alternative act does not violate Code Section 409A.

 
	
  

 	
  

 
	
 9.11

 	
 Headings. Article and section headings are for
 convenient reference only and shall not control or affect the meaning or construction of
 any provision herein.

 
	
  

 	
  

 
	
 9.12

 	
 Validity. If any provision of this Agreement shall be
 illegal or invalid for any reason, said illegality or invalidity shall not
 affect the remaining parts hereof, but this Agreement shall be construed and
 enforced as if such illegal or invalid provision had never been included herein.

 
	
  

 	
  

 
	
 9.13

 	
 Notice. Any notice or filing required or
 permitted to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing
 and hand-delivered or sent by registered or certified mail to the address
 below:

 






	
  

 	
  

 	
  

 
	
  

 	
 Floridian
Financial Group, Inc.  

 	
  

 
	
  

 	
 1696
North Clyde Morris Blvd.  

 	
  

 
	
  

 	
 Daytona
Beach, FL. 32174 

 	
  

 






	
  

 	
  

 
	
  

 	
 Such
 notice shall be deemed given as of the date of delivery or, if delivery is
 made by mail, as of the date shown on the
 postmark on the receipt for registration or certification.

 


14









	
  

 
	
 Floridian Bank

 
	
 Salary Continuation Agreement

 
	

 


 






	
  

 	
  

 
	
  

 	
 Any
 notice or filing required or permitted to be given to the Executive under
 this Agreement shall be sufficient if in
 writing and hand-delivered or sent by mail to the last known address of the Executive.

 
	
  

 	
  

 
	
 9.14

 	
 Compliance with Section 409A. This Agreement
 shall be interpreted and administered consistent with Code Section 409A.

 


           IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this
Agreement.


	
  
 	
  
 	
  
 	
  
 
	
 EXECUTIVE
 	
  
 	
 COMPANY
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 
	
 /s/ KEITH BULKO
 	
  
 	
 By:
 	
  /s/ THOMAS H.DARGAN
 
	

 
 	
  
 	
  
 	

 
 
	
 KEITH BULKO
 	
  
 	
 Title:
 	
 CHAIRMAN/CEO
 
	
  
 	
  
 	
  
 	

 


15