EXHIBIT 10.14


March [__], 2009


[Name and Address] 


Dear [Name], 


          1st
United Bancorp, Inc. (the “Company”) anticipates entering into a Securities
Purchase Agreement (the “Participation Agreement”) with the United States
Department of Treasury (the “Treasury”) that provides, among other things, for
the purchase by the Treasury of securities issued by the Company. This purchase
is anticipated to occur as part of the Company’s participation in the
Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the
“CPP”).


          As
a condition to the closing of the investment contemplated by the Participation
Agreement, the Company is required to take certain actions with respect to
compensation arrangements of its senior executive officers. The Company has
determined that you are or may be a senior executive officer for purposes of
the CPP. To comply with the requirements of the CPP, and in consideration of
the benefits that you will receive as a result of the Company’s participation in
the CPP and for other good and valuable consideration, the sufficiency of which
you hereby acknowledge, you agree as follows: 


	
 

	
 

	
 


	
 

	
(1)

	
No Golden Parachute
 Payments. You will not be entitled to receive from the Company any golden
 parachute payment (as defined below) during any period in which the Treasury
 holds an equity or debt position acquired from the Company in the CPP (the
 “CPP Covered Period”) (or during the year following any acquisition of the
 Company, to the extent required by the CPP Limitations (as defined below)). 


	
 

	
 

	
 


	
 

	
(2)

	
Recovery of Bonus and
 Incentive Compensation. You will be required to and shall return to the
 Company any bonus or incentive compensation paid to you by the Company during
 the CPP Covered Period if such bonus or incentive compensation is paid to you
 based on materially inaccurate financial statements or any other materially
 inaccurate performance metric criteria.


	
 

	
 

	
 


	
 

	
(3)

	
Compensation Program
 Amendments. Each of the Company’s compensation, bonus, incentive and other
 benefit plans, arrangements and agreements, including your Employment
 Security Agreement (all such plans, arrangements and agreements, the “Benefit
 Plans”) are hereby amended to the extent necessary to give effect to
 provisions (1) and (2) of this letter. 





          The
Company is also required as a condition to participation in the CPP to review
the Benefit Plans to ensure that the Benefit Plans do not encourage its senior
executive officers to take unnecessary and excessive risks that threaten the
value of the Company. To the extent that the Company determines that the
Benefit Plans must be revised as a result of such review, or determines that
the Benefit Plans must otherwise be revised to comply with Section 111(b) of
the EESA (as defined below) as implemented by any guidance or regulation
thereunder that has been issued and is in effect as of the closing date of the
Company’s issuance of preferred stock and warrants to acquire common stock to
the Treasury pursuant to the CPP (the “CPP Limitations”), you and the Company
agree to negotiate and effect such changes promptly and in good faith. 






	
 

	
 

	
 


	
 

	
(4)

	
Definitions and
 Interpretation. This letter shall be interpreted as follows:


	
 

	
 

	
 


	
 

	
•

	
“Senior executive officer”
 means the Company’s “senior executive officers” as defined in Q&A 2 of
 the Interim Final Rule issued by the Treasury at 31 CFR Part 30, effective on
 October 20, 2008 (the “Interim Final Rule”). 


	
 

	
 

	
 


	
 

	
•

	
“Golden parachute payment”
 shall have the meaning set forth in Q&A 9 of the Interim Final Rule. 


	
 

	
 

	
 


	
 

	
•

	
The term “Company”
 includes any entities treated as a single employer with the Company under
 Q&A 1 and Q&A 11 of the Interim Final Rule.


	
 

	
 

	
 


	
 

	
•

	
This letter is intended
 to, and shall be interpreted, administered and construed to comply with
 Section 111 of the Emergency Economic Stabilization Act of 2008 (the “EESA”)
 and the regulations and guidance promulgated thereunder (and, to the maximum
 extent consistent with the preceding, to permit operation of the Benefit
 Plans in accordance with their terms before giving effect to this letter).


	
 

	
 

	
 


	
 

	
(5)

	
Miscellaneous. To the
 extent not subject to federal law, this letter will be governed by and
 construed in accordance with the laws of the State of Florida. This letter
 may be executed in two or more counterparts, each of which will be deemed to
 be an original. A signature transmitted by facsimile will be deemed an
 original signature.


	
 

	
 

	
 


	
 

	
(6)

	
If the Treasury does not
 purchase the securities contemplated by the Participation Agreement, then
 this letter shall be of no force or effect. In addition, upon such time as
 the Treasury no longer holds securities or debt of the Company acquired under
 the CPP, this letter shall be of no further force or effect, except to the
 extent required by the CPP Limitations. If you cease to be a senior executive
 officer of the Company for purposes of the CPP, you shall be released from
 the restrictions and obligations set forth in this letter to the extent
 permissible under the CPP. If it is determined that you are not a senior
 executive officer of the Company as of the date hereof, this letter shall be
 of no force or effect. 





          The
Company appreciates the concessions you are making and looks forward to your
continued leadership during these financially turbulent times. 


[Signature
page follows]






	
 

	
 

	
 


	
 

	
Sincerely, 


	
 

	
 


	
 

	
1ST UNITED
 BANCORP, INC.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name: 


	
 

	
Title: 





 Intending to be legally bound, I agree with and accept the foregoing terms on the date
set forth below. 


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
 

	
 


	
Name: 

	
 


	
Title: 

	
 


	
Date: February [__], 2009