Exhibit 10.10


EMPLOYMENT AGREEMENT
 BY AND BETWEEN
 FEDERAL TRUST CORPORATION
 AND
 JAMES V. SUSKIEWICH


          THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into this 1st day of October, 2005, by and between Federal Trust Corporation (“FTC” or “Employer”) and James V. Suskiewich (“Employee”).  Employer and Employee are collectively referred to herein as the “Parties.”


RECITALS


          WHEREAS, the Board of Directors of FTC has reviewed and accepted the recommendations of the Compensation Committee in finding that the current Amended and Restated Employment Agreement between FTC and Employee has become dated and revisions are necessary to comport with the current facts and circumstances regarding FTC and Employee’s employment therewith;


          WHEREAS, Employer wishes to retain Employee as FTC’s Chief Executive Officer and President, and as an executive officer of certain “Subsidiaries” of FTC, specifically as Federal Trust Bank’s (the “Bank”) Chief Executive Officer, and as Federal Trust Mortgage Corporation’s (“FTMC”) Chief Executive Officer to perform the duties and responsibilities as are described in this Agreement, and as the Employer may assign to Employee from time to time; and


          WHEREAS, Employee desires to continue to be employed by the Employer, in the capacities recited above and 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 three years, commencing on January 1, 2005 (“Effective Date”). This Agreement shall be automatically renewed daily (such that the Agreement shall continually have three years remaining on its term) until December 31, 2008, which shall be the final daily renewal under this Agreement.  However, either Party may terminate such renewals of this Agreement at any time by giving the other Party written notice of its intent not to renew.


          The Board or its Compensation Committee shall, on at least an annual basis, review Employee’s performance and this Agreement to determine if the Agreement’s renewals should be continued. The Board’s or its Compensation Committee’s decision regarding such renewals shall be included in its meeting minutes.


          2.          Position, Responsibilities, and Duties. During the term of this Agreement, Employee shall devote all of his working time, attention, skill, and best efforts to accomplish and faithfully perform all of the duties assigned to Employee on a full-time basis. Employee shall, at all times, conduct 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. Employee shall also have the specific duties as prescribed in Schedule A. 











          3.          Compensation. During the term of this Agreement, Employee shall be compensated as described in Schedule B.


          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.          Illness or Incapacity.

	
  
 
  	
  
            (a)          Duration: Employee   shall be paid his full Base Salary for any period of his illness or   incapacity for up to one year; provided, however, that Employer shall be   responsible only for that portion of Employee’s Base Salary which is not   covered through any disability insurance provided by the Employer. If   Employee’s illness renders him unable to perform his duties under this   Agreement for a period longer than three consecutive months, at the end of   such three-month period or any such time thereafter, Employer may terminate   Employee’s employment, at which time the provisions of Section 5(c) shall   apply.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (b)          Continuation of Coverages:   Notwithstanding any contrary provision herein, following any termination of   Employee’s employment pursuant to Section 5(a), the Employer will continue   any other life, health, and disability coverages for Employee substantially   identical to the coverages maintained prior to Employee’s termination until   the earlier of:
  





	
  
 
  	
  
     (1)
  	
  
Employee’s full time employment by another Person;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
     (2)
  	
  
one year after the date of such termination (with   the exception of any disability insurance coverage in place, which shall be   governed by the terms of such policy); or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
     (3)
  	
  
the date of Employee’s death.
  






	
  
 
  	
  
            (c)          Permanent Disability:  In the event that Employee is terminated   after having been deemed by Employer to be permanently disabled, Employer   shall continue to pay Employee his full Base Salary for the first six months   of Employee’s disability, and thereafter 75% of his Base Salary for the   remaining term of this Agreement.
  
	 	 
	 	            Provided, however, that Employer’s responsibility for paying Employee pursuant to this Subsection (c) shall be reduced by any amount actually received by Employee from any disability insurance coverage provided by the Employer, Social Security Insurance, any bank owned life insurance, supplemental retirement plan, or any other similar government or Employer-sponsored plan or program.
















          6.          Termination for Other than Illness or Incapacity.

	
  
 
  	
  
            (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 8 herein, to terminate   Employee’s employment hereunder, including termination for Cause as   determined by the Board of Directors. 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:
  





	
  
 
  	
  
(1)     personal dishonesty   resulting (directly or indirectly) in gain to or personal enrichment of   Employee at the expense of Employer, breach of fiduciary duty, violation of   any significant law, rule, or regulation, violation of a final   cease-and-desist order, or personal default on indebtedness, which is not   corrected within 30 days from the date of default; and/or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(2)     insubordination,   conduct unbecoming of a senior officer of a financial institution, which   could have a material negative reflection on the Employer, materially failing   to perform the duties stated in Schedule A of this Agreement (i.e.,   failing to perform the essential duties of Employee’s position).
  








	 	          In the event Employee is terminated for cause for one of the reasons listed in (1) or (2) above, 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 and (in the case of termination pursuant to Section 5[a]) the continuation of coverages and salary as described in Sections 5(b) and 5(c), or as provided elsewhere in this Agreement. 
	 	 
	 	          In the event Employee is terminated for cause for one of the reasons listed in (2) above, Employee shall have five business days to appeal such termination in writing to the Board. If Employee fails to appeal the termination within such five business day period, such termination shall become final and non-appealable.
	 	 
	 	          If Employee does appeal a termination for cause for one of the reasons listed in (2) above, Employer and Employee shall submit the question of whether such termination was properly for cause to a single arbitrator pursuant to the rules of the American Arbitration Association. Such arbitrator shall be mutually agreed upon by Employee and Employer. If Employee and Employer can not agree on the selection of an arbitrator, each of them shall select one arbitrator, who in turn shall select a third and the matter shall be submitted to a panel of those three arbitrators. The decision of the arbitrator(s) shall be final, binding and non-appealable.
	 	 
	 	          If the arbitrator(s) rule in favor of Employer, the termination for cause shall become final and non-appealable. If the arbitrator(s) rule in favor of the Employee, the termination shall be deemed to not be a termination for cause, but rather a termination without cause, and Employee shall be entitled to severance benefits under Sections 6(f) and (g).















	
  
 
  	
  
            (c)          Other Termination by Employer:  If Employee is terminated by Employer   other than for Cause, Employee’s right to severance benefits under this Agreement   shall be as set forth in Sections 6(f) and (g) herein.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (d)          Termination for Good Reason:   Employee may terminate his employment hereunder for Good Reason by delivering   a notice of termination (as defined in Section 8). For purposes of this   Agreement, “Good Reason” shall mean a failure by FTC to comply with any   material provision of this Agreement, which failure has not been cured within   15 business days after a notice of such noncompliance has been given by the   Employee to FTC. In the event Employee terminates his employment for Good   Reason, he shall be entitled to severance benefits as set forth in Sections   6(f) and (g).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (e)          Termination by Employee:   Employee may terminate his employment hereunder and this Agreement for any   reason, by providing a notice of termination (as defined in Section 8). In   such event, Employee shall have no right to compensation or other benefits   after the date of termination, except for accrued but unpaid compensation.
  
	
   
  	
  
 
  
	
  
 
  	
  
            (f)          Severance Payment:  If Employee is entitled to severance   benefits under Sections 6(c) or (d), Employee shall be paid, as severance,   the total Base Salary (as defined in Schedule   B) due for the remaining term of this Agreement, but not for a   period of less than six months. 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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (g)          Additional Severance Benefits:   If Employee is entitled to severance benefits under Sections 6(c) or (d), the   Employer shall maintain in full force and effect, for the continued benefit   of the Employee any Employee benefit plans and programs in which the Employee   was entitled to participate immediately prior to the date of termination for   the shorter of:
  





	
   
  	
  
     (1)
  	
  
the remaining term of this Agreement; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
     (2)
  	
  
the period of time ending on the date Employee   becomes eligible for participation in a comparable plan provided by another   employer; provided, however, that the Employee’s continued participation is   possible under the general terms and provisions of such plans and programs.
  




          7.          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, as mandated by the Office of Thrift Supervision through Section 563.39(b) of the Code of Federal Regulations (“CFR”):

	
  
 
  	
  
            (a)          Suspension/Temporary Prohibition:   If the Employee is suspended and/or temporarily prohibited from participating   in the conduct and affairs of the Employer or the Bank 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]) FTC’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, FTC may in its   discretion:
  





	
  
 
  	
  
     (i)
  	
  
pay the Employee all or part of his compensation   withheld while the obligations under this Agreement are suspended; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
     (ii)
  	
  
reinstate (in whole or part) any of FTC’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 the Bank 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 FTC’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 the Bank 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.
  




          In addition, Employer’s obligations under this Agreement shall be terminated upon the Office of Thrift Supervision’s issuance of a Notice or Order upon Employee pursuant to Section 508.3 CFR. If after a hearing on any such Notice, Employee’s suspension, removal, or prohibition is rescinded, Employer may, in its discretion reinstate the Agreement.  Likewise under, Section 565.9 CFR, if the Office of Thrift Supervision issues an Order mandating the dismissal of Employee, Employer’s obligations under this Agreement shall terminate upon the issuance of such Order. 


          8.          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
            (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.

 




          9.          Post-Termination Obligations. Employer shall pay to Employee such payments and benefits as are required pursuant to this Agreement; provided, however, any such 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 execute a full release of all potential claims related to this   Agreement or to Employee’s employment with the Employer in favor of the   Employer.
  




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


          10.        Indebtedness. If during the term of this Agreement, Employee becomes indebted to  FTC or the Bank, 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. Employee shall pay all expenses and Attorneys’ Fees actually or necessarily incurred by Employer in connection with any collection proceeding for Employee’s indebtedness. Notwithstanding any of the foregoing, any indebtedness to Employer or to one of Employer’s subsidiaries, 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.  


          11.        Maintenance of Trade Secrets and Confidential Information. Employee shall use his best efforts and utmost diligence to guard and protect all of Employer’s and its Subsidiaries’ trade secrets and confidential information. Employee shall not, either during the term, or after termination, of this Agreement, for whatever reason, use in any capacity, or divulge or disclose in any manner, to any Person, the identity of Employer’s or its Subsidiaries’ customers, methods of operation, marketing or promotional methods, processes, techniques, systems, formulas, programs, trade secrets, or other confidential information relating to the business of Employer and its Subsidiaries. Upon termination of this Agreement or Employee’s employment, for any reason, Employee shall immediately return and deliver to Employer and its
Subsidiaries, all records and papers and all materials which bear employment trade secrets or confidential information.  


          12.        Competitive Activities.   

	
  
 
  	
  
            (a)          Limitation on Outside Activities:   Employee agrees that during the term of this Agreement, except with the   express consent of the Board, Employee will not, directly or indirectly,   engage in, participate in, become a director of, render advisory or other   services to, become employed by, or make any financial investment in any   firm, corporation, business entity, or business enterprise competitive with   or to any business of the Employer and its Subsidiaries. Notwithstanding the   foregoing, Employee shall not be precluded or prohibited from owning passive   investments, including investments in the securities of other financial   institutions.  Employee, however, shall   be prohibited from making any investments or commitments of time, accepting   any positions or participating in any activities which
cause Employee to   devote time to such investments, commitments, positions, or activities which   interfere with Employee’s position with and obligations to Employer.
  













	
  
 
  	
  
            (b)          Agreement Not to Compete:   Employee acknowledges that by virtue of his employment with Employer,   Employee will acquire an intimate knowledge of the activities and affairs of   Employer and its Subsidiaries, including trade secrets and other confidential   matters.  Employee, therefore, agrees   that during the term of this Agreement, and for a period of six months   following  the termination of   Employee’s employment hereunder, Employee shall not become employed, directly   or indirectly, whether as an employee, independent contractor, consultant, or   otherwise, with any federally-insured financial institution, financial   holding company, bank holding company, or other financial services provider   located in Seminole County, Florida or in any other county in which the Bank   has a branch
location, or with any Person whose intent it is to organize   another such company or entity located in Seminole County, Florida or in any   other county in which the Bank has a branch location.
  
	
  
 
  	
 
  
	
  
 
  	
          Employee hereby agrees that the duration of the anti-competitive covenant set forth herein is reasonable, and that its geographic scope is not unduly restrictive.





          13.        Remedies for Breach.

	
  
 
  	
  
            (a)          Arbitration: The   Parties agree that, except for the specific remedies for Injunctive Relief as   contained in Section 13(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 Seminole   County, Florida.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            (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 11 and 12 of this Agreement. Thus, in   the event of a breach of any of the provisions of such Sections, 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. Should Employer prevail in   an action seeking such an injunction, Employee shall pay all costs and   Attorneys’ Fees incurred by Employer in and relating to obtaining such   injunction. 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 13(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.
  




          14.        Assignment. This Agreement shall inure to the benefit of and be binding upon the Employee, and to the extent applicable, his heirs, assigns, executors, and personal representatives, and to the Employer, and to the extent applicable, its successors, and assigns, including, without limitation, any Person which may acquire all or substantially all of FTC’s assets and business, or with or into which FTC may be consolidated or merged, and this provision shall apply in the event of any subsequent merger, consolidation, or transfer.


          15.        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.











          16.        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)
  	
  
“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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
     (2)
  	
  
“Person” shall mean any natural person, corporation,   partnership (general or limited), trust, association, or any other business   entity.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
     (3)
  	
  
“Subsidiaries” shall mean Federal Trust Bank and   Federal Trust Mortgage Corporation.
  





	
  
 
  	
  
            (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 or 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   Seminole 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 this Agreement. 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: (1)   impair the subsequent exercise of any right or power, or (2) 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.
  




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

	
  
EMPLOYEE
  	
  
 
  	
  
FEDERAL TRUST CORPORATION
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  /s/ James V. Suskiewich
  	
  
 
  	
  
By:
  	
  
/s/ A. George Igler
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  


  	
  
 
  
	
  
James V. Suskiewich
  	
  
 
  	
  
 
  	
  
A. George Igler
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
On behalf of the Board of Directors
  	
  
 
  














SCHEDULE A


Employee’s duties shall specifically include, but not be limited to:

	
  
 
  	
  
1.
  	
  
functioning as the Chief Executive Officer and   President of FTC, and as determined by the respective Boards of Directors of   Employer’s Subsidiaries as the Chief Executive Officer of the Bank, and the   Chief Executive Officer of FTMC;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
keeping FTC’s Board of Directors informed of   financial results of operations, the status of business, banking competition,   and new business developments;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.
  	
  
making recommendations to the Board on a wide range   of subjects, including: officer appointments and changes in organization,   loans, new or redesigned services, annual operating budget, salary and   benefit administration, and physical plan renovation;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.
  	
  
meeting regularly with senior officers and other key   staff of Employer and its Subsidiaries to communicate policies and goals and   to delegate responsibility for daily operations and administration of   Employer and its Subsidiaries;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.
  	
  
participating in professional associations;   attending conventions, conferences, and seminars; and reading pertinent   publications;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.
  	
  
maintaining close industry relationships to be kept   aware of new services or opportunities that may increase the profits or   decrease the expenses of Employer and its Subsidiaries;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
7.
  	
  
identifying and evaluating expansionary   opportunities for FTC;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
8.
  	
  
monitoring FTC’s capital position and needs, as well   as identifying and evaluating capital raising options;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.
  	
  
servings as the Investor Relation’s Officer of FTC;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
10.
  	
  
serving as a member of such committees of FTC’s   Board of Directors as he may be appointed to; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.
  	
  
conducting and undertaking all other activities,   responsibilities, and duties normally expected to be undertaken and   accomplished by the Chief Executive Officer and President of a financial   institution holding company similar in size and operation to FTC’s business.
  














SCHEDULE B


COMPENSATION

	
  
1
  	
  
Base Salary: Employee
shall receive an annual salary of $325,000 (the “Base 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
  	
  
Vacation: Employee is
entitled to five weeks paid vacation time per year on a non-cumulative
basis.  Employer shall pay Employee, at the end of each fiscal year, his
regular daily rate of compensation, based on his Base Salary, for each day of
any unused vacation time.
 
	
  
 
  	
  
 
  
	
  
3
  	
  
Automobile
Allowance:  Employer shall provide Employee with an automobile
of like make and model as would be suitable to the character of Employee’s
position with Employer.  Employer shall reimburse Employee for the costs
associated with maintaining such automobile, including repairs completed at any
time during the term of this Agreement.  Employee shall relinquish
possession of the automobile to the Employer upon his termination for any
reason.
 
	
  
 
  	
  
 
  
	
  
4
  	
  
Performance Bonus: 
Employer shall pay Employee a Performance Bonus based upon the profitability of
Employer.  The executive will have a target opportunity of 40% of base
salary.  The target opportunity may fluctuate based on the performance of
the Bank. The Compensation Committee of the Bank will determine the performance
measures on a quarterly basis to be determined and paid within 30 days after the
release of each quarter’s financial statements.  For the 2006 fiscal
year, the Compensation Committee has decided to use Quarterly Return on
Assets, Net Income Growth, and other management objectives as the primary
performance measures.  Each performance criteria will be weighted as
follows:
 





	
  
Performance Measure Weighting
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Quarterly Return on Assets
  	
  
 
  	
  
 
  	
  
37.50
  	
  
%
  
	
  
Quarterly Net Income Growth
  	
  
 
  	
  
 
  	
  
37.50
  	
  
%
  
	
  MBO
  	
  
 
  	
  
 
  	
  
25
  	
  
%
  





	
  
 
  	
  
Each financial performance measure will have a   threshold, target, and maximum level of performance.  For each corresponding level of financial   performance, there will be a corresponding level of incentive payout.
  





	
   
 	
   
 	
  Quarterly   Return on Assets
  	
   
 	
  
Quarterly   Net Income Growth
  	
   
 
	
   
 	
   
 	
  


  	
   
 	
  


  	
   
 
	
   
 	
   
 	
  
Financial
   Goal
  	
   
 	
  
Payout
  	
   
 	
  
Financial
   Goal
  	
   
 	
  
Payout
  	
   
 
	
   
 	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  Threshold
  	
  
 
  	
  
 
  	
  
0.50
  	
  
%
  	
  
 
  	
  
18.75
  	
  
%
  	
  
 
  	
  
8
  	
  
%
  	
  
 
  	
  
18.75
  	
  
%
  
	
  
Target
  	
  
 
  	
  
 
  	
  
0.75
  	
  
%
  	
  
 
  	
  
37.50
  	
  
%
  	
  
 
  	
  
12
  	
  
%
  	
  
 
  	
  
37.50
  	
  
%
  
	
  Maximum
  	
  
 
  	
  
 
  	
  
0.85
  	
  
%
  	
  
 
  	
  
56.25
  	
  
%
  	
  
 
  	
  
15
  	
  
%
  	
  
 
  	
  
56.25
  	
  
%
  













	
  
 
  	
  
The balance of the incentive award (25% MBO   discretionary bonus) will be based upon qualitative management objectives   developed by the CEO and Compensation Committee.  The Compensation Committee will have discretion to “uptick” or   “downtick” this portion of the incentive award.
  
	
   
  	
  
 
  
	
  
 
  	
  
The Compensation Committee has the right to change   the number of performance measures, the type of performance measures, and the   weighting on each performance measure on an annual basis.
  





	
  
5
  	
  
Medical Benefits and Other
Plans: Employee shall be permitted to participate in all medical and
healthcare benefit plans provided by FTC to its officers. Employee shall also be
permitted to participate in all other benefit plans offered to Bank
officers.
 
	
  
 
  	
  
 
  
	
  
6
  	
  
Other Defined
Plans:  Employee shall be entitled to the benefits of the
Supplemental Retirement Plan in effect as of the day of the Effective Date of
the Employment Agreement dated October 1, 2005.
 
	
  
 
  	
  
 
  
	
  7
  	
  
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.
 
	
  
 
  	
  
 
  
	
  
8
  	
  
Change-in-Control
Payment: A “Change-in-Control” of the Employer shall mean
the first to occur of any one or more of the following:
 
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
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 (other   than the group consisting of a majority of the directors currently serving on   the Board of Directors as of the date of this Agreement) “acting in concert,”   as contemplated by Section 225.41 of the Federal Reserve Board of Governors’   Regulation Y, of 25% or more of the outstanding shares of common stock of the   Employer;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
the sale of all or substantially all of the assets   of the Employer;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
the liquidation of the Employer or a material amount   of Employer’s assets;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
a change in the majority of the members of the Board   of Directors of Employer, other than through new directors nominated or   appointed by the Employer’s Nominating and Corporate Governance Committee or   Board of Directors; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
the takeover or control of all or substantially all   of the operations of Employer, through any of the means specified above.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Upon the occurrence of a Change-in-Control, as   defined in this Schedule B, Employer shall pay to Employee a lump sum equal   to 2.5 times his base salary and last fiscal year bonus.   
  
	
  
 
  	
  
 
  
	
  
9
  	
  
Change-in-Control Performance
Bonus:  Employee shall be entitled to receive a performance
bonus upon a Change-in-Control (as defined in Paragraph 8 of this Schedule B) of
FTC, which shall be equal to 3 times the premium multiple paid over book value
for FTC, times $250,000.
 













	
  
10
  	
  
Excise Tax Gross-up
Payment:  In the event that Employee becomes entitled to
severance benefits as provided under Section 6 or the Change-in-Control Payment
or Performance Bonus  provided in this Schedule B (collectively
referred to as “severance payments”) and such severance payments are
subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Excise Tax”), or any other similar tax that may
hereafter be imposed, the Employer shall pay to Employee in cash an additional
amount (the “Gross-Up Payment”) such that the net amount retained by
the Employee after deduction of (i) any Excise Tax and (ii) any federal, state,
and/or local income tax and Excise Tax incurred on the Gross-Up Payment shall be
equal to an amount such that the Excise Tax payable and any additional income
taxes incurred on the Gross-Up Payment will be apportioned 75% to the Employer
and 25% to the Employee.  For purposes of determining whether the severance
payments will be subject to the Excise Tax and the amounts of such Excise
Tax:
 
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Any payments or benefits received or to be received   by Employee in connection with a Change-in-Control of FTC shall be treated as   “parachute payments” within the meaning of Section 280G(b)(2) of the Internal   Revenue Code (“Code”), and all “excess parachute payments” within the meaning   of Code Section 280G(b)(1) of the Code shall be treated as subject to the   Excise Tax, unless in the opinion of tax counsel selected by FTC’s   independent auditors and acceptable to Employee, such other payments or   benefits (in whole or in part) do not constitute parachute payments, or   unless such excess parachute payments represent reasonable compensation for   services actually rendered within the meaning of Code Section 280G(b)(4) in   excess of the base amount within the meaning of Code Section 280G(b)(3), or   are otherwise not subject to the excise tax;
  
	 	 	 
	
  
 
  	
  
(b)
  	
  
The amount of the severance payments which shall be   treated as subject to the Excise Tax shall be equal to the lesser of (1) the   total amount of the severance payments; or (2) the amount of excess parachute   payments within the meaning of Code Section 280G(b)(1) (after applying clause   [a] above); and
  
	 	 	 
	
  
 
  	
  
(c)
  	
  
The value of any non-cash benefits or any deferred   payment or benefit shall be determined by Employer’s independent auditors in   accordance with the principles of Code Sections 280G(d)(3) and (4). The base   amount shall be determined by Employer’s independent auditors in accordance with   the principles of Code Section 280G(d)(3).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
For purposes of determining the amount of the   Gross-Up Payment, Employee shall be deemed to be paying federal income taxes   at the highest marginal rate for federal income taxation in the calendar year   in which the Gross-Up Payment is to be made, and any state and local income   taxes at the highest marginal rate in the state and locality as Employee’s   residence on the Effective Date of employment, net of the maximum reduction   in federal income taxes, which could be obtained from deduction of such state   and local taxes. 
  













	
  
11
  	
  
Bank Owned Life Insurance
(“BOLI”): Employee is covered by a Salary Continuation
Agreement that provides for differing levels of annual benefits to be paid for
life upon Employee’s termination of employment due to early or normal
retirement, disability or a change of control of Employer. Annual benefit
payments are generally based on an amount equal to the lesser of (a) 60% of
Employee’s actual annual salary in the year of termination, or (b)
$290,400.  Early retirement, disability or death benefits are subject to a
5% reduction (or 3% of annual salary for computational purposes) for each year
prior to Employee attaining age 62.  Death benefits payable in either 15
annual installments or a present value lump sum payment are also provided for
the benefit of Employee’s family, and 80% spousal benefits are payable for
life to Employee’s wife, if she survives Employee after retirement,
disability or change of control benefit payments have commenced. 
Employer’s funding liability for these benefits are covered by the cash
value investments in Bank Owned Life Insurance (BOLI) policies, which are held
by the Employer in a revocable grantor trust arrangement designed to secure
payment of Employee’s benefits.