Employment Agreement


    
      
        

      

    

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    EXHIBIT
      10.2

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT between COMMERCIAL
      BANK OF FLORIDA,
      a
      Florida banking corporation, having its main office at 1550 S.W. 57th Avenue,
      Miami, Florida (the "Bank") and BARBARA
      E. REED
      (the
      "Employee"), is entered into as of this 16th
      day of
      October, 2006.

     

    R
      E C I T A L S 

     

    WHEREAS,
      in order to continue to expand and prosper as a significant member of the
      financial, business and civic community of South Florida, the Bank needs to
      retain capable, experienced senior executive personnel; and

     

    WHEREAS,
      the Employee has been and continues to be a valued senior executive of the
      Bank,
      and is now serving the Bank as its Senior Vice President and Chief Financial
      Officer; and

     

    WHEREAS,
      it is the consensus of the Board of Directors that the experience of the
      Employee, her knowledge of the affairs of the Bank and her reputation and
      contacts in the industry are so valuable that assurance of her continued
      services are essential for the future growth and profit of the Bank;
      and

     

    WHEREAS,
      it is the desire of the Bank to retain the services of the Employee and provide
      for the security of the Employee in order to allow the Employee's attentions
      to
      be devoted to the Bank's best interests; and

     

    WHEREAS,
      the Bank and the Employee desire to enter into this Agreement for the purpose
      of
      setting forth the terms and conditions under which the Bank desires to retain
      the services of the Employee as Executive Vice President and Chief Financial
      Officer and the Employee desires to continue in such capacity with the Bank;
      and

     

    WHEREAS,
      this Agreement is intended to supersede and replace the prior Employment
      Agreement between the Bank and the Employee dated February 5, 1997.

     

    TERMS

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

     

    1.  EMPLOYMENT.
      The
      Bank hereby agrees to continue to employ the Employee, and the Employee hereby
      agrees to continue to serve the Bank, on the terms and conditions set forth
      herein. 

     

    2.  TERMS.
      The
      term of this Agreement shall commence on October 16, 2006 ("Commencement Date"),
      and shall terminate on October 15, 2007 ("Scheduled Termination Date"), unless
      sooner terminated or further extended as hereinafter provided. On the Scheduled
      Termination Date, and annually thereafter on each October 15th, the term of
      the
      Employee's employment shall be automatically extended for one (1) additional
      year unless either party shall deliver to the other, not later than September
      15th of each year, written notice of its intent not to extend this Agreement
      or
      this Agreement is otherwise terminated pursuant to Sections 10 or 11 hereunder.
      In no event, however, shall the term of the Employee's Agreement extend beyond
      the end of the calendar month in which the Employee's sixty-fifth (65th)
      birthday occurs. 

     

    
      
        

      

    

     

    3.  POSITION.
      The
      Employee shall serve as Executive Vice President and Chief Financial Officer
      of
      the Bank and shall have such responsibilities, duties and authority as may
      from
      time to time be assigned to the Employee by the Board of Directors of the Bank.
      

     

    4.  PLACE
      OF PERFORMANCE.
      In
      connection with the Employee's employment by the Bank, the Employee shall be
      based at the principal executive offices of the Bank in Miami-Dade County,
      Florida, subject to required travel relating to the Bank's business
      activities.

     

    5.  FULL
      TIME LOYALTY.
      The
      Employee shall devote her entire time, attention and energies to the business
      and affairs of the Bank, and shall not, during the term of this Agreement,
      be
      engaged in any other business activity, whether or not such business activity
      is
      pursued for gain, profit, or other pecuniary advantage, which might tend to
      interfere with her duties and responsibilities as an Employee of the
      Bank.

     

    6.  COMPETITIVE
      ACTIVITIES.

    (a)  Competitive
      Services.
      Employee agrees that during the term of her employment hereunder, except (i)
      with the express consent of the Bank's Board of Directors or (ii) in the event
      of a change in control of the Bank, she will not, directly or indirectly, engage
      or participate in, become a director of, or render advisory or other services
      for, or in connection with, or become interested in, or make any financial
      investment in any firm, corporation, business entity or business enterprise
      competitive with or to any business of the Bank; provided, however, that
      Employee shall not thereby be precluded or prohibited from owning passive
      investments, including investment in the securities of other financial
      institutions, so long as such ownership does not require her to devote any
      time
      to management or control of the business or activities in which she has
      invested.

    (b)  Confidential
      Information.
      Employee agrees and acknowledges that by virtue of her employment hereunder,
      she
      will maintain an intimate knowledge of the activities and affairs of the Bank,
      including trade secrets and other confidential matters. Employee shall not
      at
      any time, whether during the term of this Agreement or at any time thereafter,
      divulge any matter pertaining to the activities and affairs of the Bank,
      including without limitation, trade secrets and other confidential matters
      except as may be required by law.

    (c)  Injunctive
      Relief.
      Employee agrees that breach of the covenant contained in subsections 6(a) -
      6(b)
      above by Employee shall constitute irreparable harm to the Bank for which Bank
      does not have an adequate remedy at law, and that Bank is therefor entitled
      to
      immediate injunctive or other equitable relief to restrain Employee from
      violating the provisions of this Agreement. The right to such injunctive and
      equitable relief shall survive the termination for Cause (as hereinafter
      defined) of Employee by the Bank or the voluntary termination of this Agreement
      by Employee.

     

    7.  COMPENSATION.

    (a)  Base
      Salary.
      The
      Bank shall pay to the Employee an annual "Base Salary" at a rate determined
      by
      the Board of Directors of the Bank. Such Base Salary may be paid by the Bank
      in
      monthly or semi-monthly installments in arrears as shall be the practice of
      the
      Bank. The Base Salary may be modified from time to time in accordance with
      normal business practices of the Bank. 

    (b)  Cash
      Incentive Compensation.
      The
      Employee may be eligible for a bonus or any additional compensation as
      determined by the Board of Directors of the Bank or an authorized committee
      thereof, which compensation may be determined upon such measures of performance
      as shall be in the sole discretion of the Board of Directors or an authorized
      committee thereof. 

    (c)  Other
      Compensation.
      Payment
      of the Base Salary (as set forth in subsection 7(a) hereof) shall not in any
      way
      limit or reduce any other obligation of the Bank hereunder, and no other
      compensation, benefit, or payment hereunder shall in any way limit or reduce
      the
      obligation of the Bank to pay the Employee's Base Salary hereunder.

     

    
      
        

      

    

     

    8.  EXPENSES.
      During
      the term of the Employee's employment hereunder, the Employee shall be entitled
      to receive prompt reimbursement for all reasonable expenses incurred by the
      Employee in performing services hereunder, including all expenses of travel
      and
      living expenses while away on business at the request of and in the service
      of
      the Bank, provided that such expenses are incurred and accounted for in
      accordance with the policies and procedures of the Bank then in effect, as
      modified from time to time.

     

    9.  BENEFITS.

    (a)  Vacations.
      The
      Employee shall be entitled each year to three (3) weeks paid vacation, and
      normally accepted Bank holidays. 

    (b)  Group
      Medical Coverage.
      The
      Bank shall provide group medical insurance coverage to the Employee and her
      family under a plan for Employee of the Bank, and such plan shall include
      reasonable coverage for medical, hospital, surgical and major medical expenses.
      

    (c)  Other
      Benefits.
      The
      Employee shall have the right to participate in any pension and retirement
      plans
      and arrangements, supplemental pension and retirement plans and arrangements,
      life insurance and health-and-accident plans and arrangements, medical insurance
      plans, disability plans, survivor income plans, relocation plans and vacation
      plans which are now or may in the future become available to employees of the
      Bank, subject to and on the basis consistent with the terms, conditions and
      overall administration of such plans and arrangements. The Employee may, in
      the
      sole discretion of the Board of Directors, participate in any stock option
      plans, employee stock ownership plans or other similar plans and arrangements
      of
      the Bank on the basis consistent with the terms, conditions and overall
      administration of such plans and arrangements. Nothing paid under any such
      plan
      or arrangement presently in effect or available in the future shall be deemed
      to
      be in lieu of the Employee's Base Salary and/or Cash Incentive Compensation,
      to
      be paid hereunder.

     

    10.  PROPER
      TERMINATION.
      The
      Employee's employment hereunder may be properly terminated without any breach
      of
      this Agreement only under the following circumstances.

    (a)  Death.
      This
      Agreement shall be terminated upon the Employee's death.

    (b)  Disability.
      If, as
      a result of the Employee's incapacity due to physical or mental illness, the
      Employee shall have been absent from her full-time duties as described hereunder
      for the entire period of three (3) consecutive months, the Bank may terminate
      the Employee's employment hereunder. In the event the Employee shall receive
      any
      disability benefits, under any disability policy provided to the Employee by
      the
      Bank in accordance with any Bank policy then in effect, prior to the expiration
      of said three-month period, the amount of such disability payments shall be
      deducted from any amounts due to the Employee hereunder.

    (c)  Cause.

    (i)  Definition
      of "Cause."
      The
      Bank may terminate the Employee's employment hereunder for "Cause." "Cause"
      shall consist, by way of illustration and not limitation, of one or more of
      the
      following:

    (1)  conviction
      of a felony;

    (2)  drunkenness;
      

    (3)  drug
      or
      substance abuse;

    (4)  theft
      or
      embezzlement; 

    (5)  a
      willful
      commission by the Employee of an act of dishonesty or fraud;

    (6)  a
      breach
      of fiduciary duty involving personal profit or intentional failure to perform
      her duties hereunder; 

    (7)  or
      willful violation of any law, rule or regulation (other than traffic violations
      or similar offenses); or

     

    
      
        

      

    

     

    (8)  failure
      by the Employee to comply with any material provision of this Agreement, which
      failure has not been cured within ten (10) days after notice of such
      non-compliance has been given by the Bank to the Employee. 

    
      (ii)  Definition
        of "Willful."
        For
        purposes of this subsection, an act, or failure to act, on the Employee's
        part
        shall be considered "willful" if done, or omitted to be done, by her not
        in good
        faith and without reasonable belief that her action or omission was in the
        best
        interests of the Bank.

    

    (iii)  Procedures
      to be Followed.
      Notwithstanding the foregoing, the Employee shall not be deemed to have been
      terminated for Cause without: (i) reasonable notice to the Employee setting
      forth the reasons for the Bank's intention to terminate for Cause; (ii) an
      opportunity for the Employee to be heard before the Board of Directors of the
      Bank; and 

    (iii)
      delivery to the Employee of a Notice of Termination as provided for in Section
      12 hereof from the Board of Directors of the Bank finding that in the opinion
      of
      the Board of Directors of the Bank, the Employee was guilty of conduct set
      forth
      above in the preceding sentence, and specifying the particulars thereof in
      detail.

     

    11.  TERMINATION
      BY THE EMPLOYEE.
      

    (a)  Good
      Reason.
      The
      Employee may terminate her employment hereunder for Good Reason. For purposes
      of
      this Agreement, "Good Reason" shall mean: 

    (i)  a
      failure
      by the Bank to comply with any material provision of this Agreement, which
      failure has not been cured within thirty (30) days after notice of such
      non-compliance has been given by the Employee to the Bank;

    (ii)  an
      assignment to the Employee of any duties inconsistent with, or a significant
      reduction in the nature or scope of the Employee's authorities, duties or
      responsibilities from, those authorities, duties and responsibilities held
      by
      the Employee as of the date hereof and as increased from time to time;


    (iii)  a
      reduction in total remuneration of ten percent (10%) or more (by reduction
      of
      Base Salary, reduction of rate of Cash Incentive Compensation or reduction
      of
      fringe benefits, unless any such fringe benefits are withdrawn from all other
      executives as a class);

    (iv)  the
      performance of any other act by the Bank which is designed to prevent and does
      prevent the Employee from properly performing the authorities, duties and
      responsibilities of her employment hereunder; or

    (v)  the
      occurrence of a change in control of the Bank (as defined below).

    (b)  Change
      in Control.
      For
      purposes of this Agreement, a "change in control of the Bank" shall be deemed
      to
      have occurred if such a change in control would be required to be reported
      in
      response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
      Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
      limitation, such a change in control shall be deemed to have occurred if any
      "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act),
      other than the Bank, is or becomes the "beneficial owner" (as defined in Rule
      13d-3 under the Exchange Act), directly or indirectly, of securities of the
      Bank
      representing 25% or more of the combined voting power of the Bank's then
      outstanding securities.

     

    12.  NOTICE
      OF TERMINATION AND EFFECTIVE DATE.

    Any
      proper termination of the Employee's employment by the Bank or by the Employee
      (other than termination pursuant to subsection 10(a) (Death) above) shall be
      communicated by written Notice of Termination to the other party hereto. For
      purposes of this Agreement, a "Notice of Termination" shall mean a notice which
      shall indicate the reason for termination and shall set forth in reasonable
      detail the facts and circumstances claimed to provide a basis for such
      termination.

     

    
      
        

      

    

     

    13.  COMPENSATION
      UPON TERMINATION; EFFECTIVE DATE.

    (a)  Death
      of Employee.
      If the
      Employee's employment is terminated pursuant to Section 10(a) (Death), the
      Employee's employment shall be deemed terminated as of the date of her death
      and
      the Bank shall be obligated to pay to the Employee's estate all amounts payable
      under Sections 7(a)-(b), through and including the date of her
      death.

    (b)  Disability.
      If the
      Employee's employment is properly terminated pursuant to Section 10(b)
      (Disability), the Employer's employment shall be deemed terminated as of the
      earlier of (1) the date on which payments commence pursuant to any disability
      policy provided by the Bank; or (2) the expiration of three (3) consecutive
      months of the Employee's incapacity due to physical or mental illness, as set
      forth in subsection 10(b) above (provided that the Employee shall not have
      returned to the performance of duties on a full-time basis during such three
      (3)
      month period). In such event, the Bank shall be obligated to pay to the Employee
      all amounts payable under Sections 7(a) - (b), through and including such date
      of termination.

    (c)  Termination
      for Cause.
      If the
      Employee's employment is properly terminated pursuant to Section 10(c) (Cause),
      the Employee's employment shall be deemed terminated as of the date specified
      in
      the Notice of Termination and the Bank shall be obligated to pay to the Employee
      all amounts payable under Sections 7(a) - (b), through and including such date
      of termination.

    (d)  Good
      Reason.
      If this
      Agreement is terminated by the Employee pursuant to Subsections 11(a)(i) through
      11(a)(iv) hereof, the Employee's employment shall be deemed terminated as of
      the
      date on which a Notice of Termination is given, or the date specified therein,
      whichever shall be later, and the Bank shall pay, in cash, to the Employee,
      within twenty (20) days of the receipt of the Notice of Termination, an amount
      equal to all amounts payable to Employee under Sections 7(a) - (b) hereof
      through and including the Scheduled Termination Date of this Agreement, as
      extended, regardless of the early termination of the Employee. Such payment,
      when received, shall be in lieu of fringe benefits, including insurance and
      similar benefits, but shall not affect any rights which the Employee may have
      pursuant to any 401(k) plan or stock option plan.

    (e)  Change
      in Control.
      If this
      Agreement is terminated by the Employee pursuant to Subsection 11(a)(v) above,
      the Employee's employment shall be deemed terminated as of the date on which
      a
      Notice of Termination is given, or the date specified therein, whichever shall
      be later, and the Bank shall pay, in cash, to the Employee, within twenty (20)
      days of receipt of the Notice of Termination, an amount equal to 150% of the
      Employee's Salary and Cash Incentive Compensation (pursuant to Sections 7(a)
      -
      (b)), such amounts to be determined by reference to the Employee's then current
      Salary and the aggregate Cash Incentive Compensation last paid to or earned
      by
      the Employee in the twelve months immediately preceding such termination. In
      addition, at the sole discretion of the Employee, the Company shall either:
      

    (i)  continue
      to provide, for a period of 18 months immediately following termination, the
      benefits described in subsections 9(b) and 9(c) hereof; or

    (ii)  pay
      to
      the Employee, in a lump sum payment, an amount equal to 30% of the Employee's
      Salary and Cash Incentive Compensation, such amounts to be determined by
      reference to the Employee's then current Salary and aggregate Cash Incentive
      Compensation last paid to or earned by the Employee in the twelve months
      immediately preceding termination. Such payment shall be deemed to be a payment
      in lieu of the benefits described in (i) above.

    (f)  Other.
      If the
      Employee's employment hereunder is terminated by the Employee other than
      pursuant to Subsections 11(a)(i) through 11(a)(vi) above, the Employee's
      employment shall be deemed terminated as of the date on which a Notice of
      Termination is given, or the date specified therein, whichever shall be later,
      and the Bank shall be obligated to pay to the Employee all amounts payable
      under
      Sections 7(a)-(b), through and including such date of termination. From and
      after such date of termination, the Employee shall not be entitled to any
      further compensation benefits, including insurance and similar benefits
      hereunder or otherwise.

     

    
      
        

      

    

     

    (g)  Gross-up
      Provisions.
      In the
      event that the total amount of payments made under this Agreement on account
      of
      termination under Subsection 11(a)(v) above or the total amount of payments
      made
      under any other agreement or arrangement between the Employee and the Company,
      whether written or oral, including any combination of payments made pursuant
      to
      different agreements, arrangements or plans equals or exceeds the aggregate
      present value of three times the "base amount," the Company shall indemnify
      the
      Employee for the amount of any surtax imposed pursuant to Section 280G and
      Section 4999 of the Internal Revenue Code of 1986 as amended along with an
      amount intended to reimburse the Employee for income tax imposed on such payment
      (together, the "Gross-up payment"). The Company intends, by the payment of
      such
      indemnification, to make the Employee whole and to put the Employee in the
      same
      position as if the payments provided for under Section 13(e) hereof, this
      Section 13(g) and otherwise, were made, and no additional surtaxes or other
      income taxes of any kind were required to be paid with respect to such payments.
      The total amount due to the Employee pursuant to this section shall be
      calculated using the following formula:

     

    G=
      (0.2P-0.2B)/(0.8-R) where :

    G
      is the
      Gross-up Payment

    P
      is the
      amount of the Parachute Payment

    B
      is the
      Base Amount

    R
      is the
      aggregate applicable income tax rate

     

    "Base
      amount" means the average annualized compensation income from the Company
      includible in the Employee's gross income for Federal income tax purposes over
      the five-year period preceding the year in which the Employee's employment
      is
      terminated. This paragraph, and the language therein, shall be interpreted
      consistently with Section 280G of the Internal Revenue Code of 1986, as amended,
      and any regulations thereunder.

     

    14.  SUCCESSORS;
      BINDING AGREEMENT.

    (a)  The
      Bank
      will require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of the Bank, by agreement in form and substance satisfactory to the
      Employee, to expressly assume and agree to perform this Agreement in the same
      manner and to the same extent that the Bank would be required to perform it
      if
      no such succession had taken place. Failure of the Bank to obtain such agreement
      prior to a date which is thirty (30) days prior to the effectiveness of any
      such
      succession shall be a breach of this Agreement and shall entitle the Employee
      to
      compensation from the Bank in the same amount and on the same terms as she
      would
      be entitled to hereunder if she terminated her employment for Good Reason
      pursuant to any of Subsections 11(a)(i) through 11(a)(v), except that for
      purposes of implementing the foregoing, the date on which any such succession
      becomes effective shall be deemed the Date of Termination. As used in this
      Agreement, "Bank" shall mean the Bank as hereinbefore defined and any successor
      to its business and/or assets as aforesaid which executes and delivers the
      agreement provided for in this Subsection 14(a) or which otherwise become bound
      by all the terms and provisions of this Agreement by operation of
      law.

    (b)  This
      Agreement and all rights of the Employee hereunder shall inure to the benefit
      of
      and be enforceable by the Employee's personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees. If the Employee should die while any amounts would still be payable
      to
      her hereunder if she had continued to live, all such amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this Agreement
      to
      the Employee's devisee, legatee, or other designee or, if there be no such
      designee, to the Employee's estate.

     

    15.  NOTICE.
      For the
      purpose of this Agreement, notices, demands and all other communications
      provided for in the Agreement shall be in writing and shall be deemed to have
      been duly given when delivered by private or public courier or (unless otherwise
      specified) mailed by United States registered mail, return receipt requested,
      postage prepaid, addressed as follows:

     

    
      
        

      

    

    If
      to the
      Employee:  Barbara
      E. Reed

    _________________________

    _________________________

    If
      to the
      Bank:     Commercial
      Bank of Florida

    1550
      S.W.
      57th Avenue

    Miami,
      Florida 33144

     

    16.  MISCELLANEOUS.
      No
      provisions of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by the Employee
      and by such officer of the Bank as may be specifically designated by the Board
      of Directors of the Bank. No waiver by either party hereto at any time of any
      breach by the other party hereto, or compliance with, any condition or provision
      of this Agreement to be performed by such other party shall be deemed a waiver
      of similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, express
      or
      implied, with respect to the subject matter hereof have been made by either
      party which are not set forth expressly in this Agreement. The validity,
      interpretation, construction and performance of this Agreement shall be governed
      by the laws of the State of Florida.

     

    17.  VALIDITY.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provisions of
      this
      Agreement, which shall remain in full force and effect.

     

    18.  COUNTERPARTS.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

     

    19.  ARBITRATION.
      Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by binding arbitration, conducted before a panel of
      three
      arbitrators, in Miami, Florida, in accordance with the rules of the American
      Arbitration Association then in effect. Judgment may be entered on the
      arbitrator's award in any court having jurisdiction. 

     

    20.  LEGAL
      FEES AND COSTS.
      The
      prevailing party in any dispute or controversy arising under or in connection
      with this Agreement shall be entitled to recover from the other party all
      attorney's fees (including paralegal fees) and arbitration and/or court costs
      incurred by the prevailing party in connection with such dispute or
      controversy.

     

    21.  SUCCESSION.
      This
      Agreement is intended to supersede, in their entirety, any and all employment
      agreements, and all amendments thereto, between the Employee and the Bank and
      between the Employee and the Bank.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date and
      year first above written.

     

    
      
        	
                Attest:

              	 	BANK:
                COMMERCIAL
                  BANK OF FLORIDA,

                a
                  Florida banking corporation

              
	 	 	 	 	 
	
                By:

              	 /s/
                Pamela Tucker	 	By:	
                /s/
                  Joseph W. Armaly

              
	Name: 	 Pamela
                Tucker	
              	Name: 	Joseph
                W. Armaly
	
                 

              	
              	 	Title: 	Chairman
&
CEO
	 	 	 
	WITNESS:	 	EMPLOYEE:
	
                Name: 

              	 /s/
                Pamela Tucker	 	
                /s/
                  Barbara E. Reed