EXHIBIT 10.3


EXECUTION COPY


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


          This
EMPLOYMENT
AGREEMENT (this
“Agreement”), made and entered into as of March 4, 2004 by and among 1st United
Bancorp, a business
corporation organized and operating under the laws of the State of Florida (the
“Company”), 1st United Bank, a
commercial bank organized and operating under the laws of the State of Florida
(the “Bank”), and Warren S. Orlando, an
individual residing at 21731 Frontenac Court, Boca Raton, FL 33433 (the
“Executive”), is amended and restated, effective December 18, 2008.


WITNESSETH:


          WHEREAS, the Executive has agreed to serve as
Chairman of each of the Company and the Bank; and


          WHEREAS,
the Company, the Bank and the Executive entered into an Employment Agreement
dated March 4, 2004 (the “Agreement”), as amended, January 1, 2007, and the
parties desire to amend the Agreement; and


          WHEREAS, the
Executive is willing to serve the Company and the Bank on the terms and
conditions hereinafter set forth;


          NOW, THEREFORE, in
consideration of the Executive’s employment and the mutual covenants herein
contained, the Company, the Bank and the Executive hereby agree that the terms
of the Agreement are hereby modified and, to the extent inconsistent with the
terms of the Agreement, superseded as follows. All other provisions of the
Agreement remain as described in the Agreement. All capitalized terms not
defined herein shall have the meanings ascribed to them in the Agreement:


          Section
1. Employment. Each of the Company and the Bank agrees
to employ the Executive as the Chairman of the Company and of the Bank, and the
Executive hereby agrees to such employment, during the period and upon the
terms and conditions set forth in this Agreement.


          Section
2. Employment Period; Remaining Unexpired Employment Period.


          (a)
The terms and conditions of this Agreement shall be and remain in effect during
the period of employment established under this Section 2 (“Employment
Period”). The Employment Period shall be for an initial term of three (3) years
beginning on the date of this Agreement and ending on the third anniversary
date of this Agreement, plus such extensions, if any, as are provided pursuant
to Section 2(b).


          (b)
Beginning on the date of this Agreement, the Employment Period shall
automatically be extended for one (1) additional day each day, unless either
the Company and the Bank, acting jointly, or the Executive elects not to extend
the Agreement further by giving written notice to the other parties, in which
case the Employment Period shall end on the third anniversary of the date on
which such written notice is given. For all purposes of this Agreement, the
term “Remaining Unexpired Employment Period” as of any date shall mean the
period beginning on such date and ending on: (i) if a notice of non-extension
has been given in accordance with this Section 2(b), the third anniversary of
the date on which such notice is given; and (ii) in all other






cases, the
third anniversary of the date as of which the Remaining Unexpired Employment
Period is being determined. Upon termination of the Executive’s employment with
the Company and the Bank for any reason whatsoever, any daily extensions
provided pursuant to this Section 2(b), if not therefore discontinued, shall
automatically cease.


          (c)
Subject to Section 3, nothing in this Agreement shall be deemed to prohibit the
Company or the Bank from terminating the Executive’s employment at any time
during the Employment Period with or without notice for any reason; provided,
however, that the relative rights and obligations of the Company,
the Bank and the Executive in the event of any such termination shall be
determined under this Agreement.


          Section
3. Duties. The Executive shall serve as Chairman of
each of the Company and the Bank, having such power, authority and
responsibility and performing such duties as are prescribed by or under the
Bylaws of the Company and the Bank and as are customarily associated with such
position. The Executive shall at all times report to the Boards of Directors of
the Company and the Bank. All decisions by the Boards of Directors of the
Company and the Bank concerning the Executive’s employment, including without limitation,
the termination of the Executive, shall require the prior written consent of at
least eighty percent (80%) of the entire Board of Directors (not including the
vote of the Executive), and the Company and the Bank shall adopt and maintain
their Bylaws and other organizational documents to reflect such vote
requirement. The Company and the Bank shall provide evidence of such written
consent to the Executive as to any actions that require such written consent.


          Section
4. Cash Compensation. In consideration for the
services to be rendered by the Executive hereunder, the Company and/or the
Bank, in such combination thereof as may be agreed by the Boards of Directors
of the Company and the Bank, shall pay to the Executive a salary at an initial
annualized rate of SIXTY-TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($62,500.00), payable in approximately equal installments in accordance with
the Company’s and/or the Bank’s customary payroll practices for senior officers
less applicable payroll taxes. Commencing on the first day of the calendar
month subsequent to the later to occur of (a) the day that the Company and the
Bank have consolidated total assets of at least $150 million, and (b) the last
day of the month during which the Company achieves its first month of
profitability on a consolidated basis, the Executive’s salary shall be
automatically increased to a minimum annual rate of ONE HUNDRED TWENTY-FIVE
THOUSAND AND NO/100 DOLLARS ($125,000.00), payable in approximately equal
installments in accordance with the Company’s and/or the Bank’s customary
payroll practices for senior officers. At least annually during the Employment
Period, the Board of Directors of the Bank and/or the Company, or the
Compensation Committees thereof, shall review the Executive’s annual rate of
salary and may, in its or their discretion, approve an increase therein. In no
event shall the Executive’s annual rate of salary under this Agreement in
effect at a particular time be reduced without his prior written consent, which
consent may be withheld in the Executive’s sole discretion. In addition to his
base salary, beginning with the fiscal quarter of the Company during which the
Company achieves its first month of profitability on a consolidated basis, and
for each fiscal quarter thereafter, the Executive shall be paid additional cash
compensation (the “Cash Incentive Compensation”) equal to one percent (1%) of
the Company’s consolidated net income before taxes for each such fiscal quarter
(excluding extraordinary items as defined in APB #30 (or any successor
bulletin) and excluding restructuring charges and other charges relating to
mergers, acquisitions or transactions of similar effect) for financial
reporting purposes. In the event that the period for which the Cash 


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Incentive
Compensation payable to the Executive is less than a full fiscal quarter (e.g.,
where the effective date of termination of this Agreement is not as of the end
of a quarter), the amount of Cash Incentive Compensation payable to the
Executive shall be calculated by multiplying the Cash Incentive
Compensation to which the Executive would have been entitled for such fiscal
quarter (had he been employed for the entire quarter) by a fraction, the
numerator of which is the number of days during such fiscal quarter up to and
including the effective date of termination, and the denominator of which is
the number of days in such fiscal quarter. Such Cash Incentive Compensation
shall be paid by the Company to the Executive quarterly, within forty-five (45)
days after the end of each such calendar quarter. In addition to the foregoing
salary and Cash Incentive Compensation, the Executive may receive other cash
compensation from the Company and/or the Bank for services hereunder at such
times, in such amounts and on such terms and conditions as the Boards may
determine from time to time. The term “Cash Compensation” shall mean the total
of the Executive’s salary and the Cash Incentive Compensation unreduced by any
401(k) plan elective deferrals. The term “Compensation” shall mean the
aggregate of all taxable compensation of any nature whatsoever unless clearly
indicated to the contrary in the context so used.


          Section
5. Employee Benefit Plans and Programs. During the
Employment Period, the Executive shall be treated as an employee of the Company
and the Bank and shall be entitled to participate in and receive benefits
pursuant to: (A) any and all employee pension plans (“Employee Pension
Benefit Plans” as that term is defined in the Employee Retirement Income
Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered
by ERISA), including but not limited to all qualified or non-qualified
retirement, pension, savings, profit-sharing or stock bonus plans, and (B) any
and all welfare benefit plans (Employee Welfare Benefit Plans (as that term is
defined in ERISA and whether or not such plan is a plan covered by ERISA))
including but not limited to group life, health (including hospitalization,
medical and major medical, prescription drug), dental, accident and long-term
disability insurance plans, and (C) any other employee benefit and compensation
plans (including, but not limited to, any incentive compensation plans or
programs, stock option and appreciation rights plans and restricted stock
plans) as may from time to time be maintained by, or cover employees of, the
Company or the Bank, in accordance with the terms and conditions of such
employee benefit plans and programs and compensation plans and programs and
consistent with the Company’s and the Bank’s customary practices and whether or
not such plans are ERISA plans. Such benefits or plans shall collectively be
referred to as “Employee Benefit Plans.”


          Without
regard to the foregoing, the Executive shall affirmatively be provided the
following Employee Benefit Plans during the Employment Period commencing as of
the Employment Effective Date without regard to the respective eligibility or
terms or conditions of the Employee Benefit Plans:


          (a)
The Executive shall be granted by the Company, pursuant to terms as contained
in stock option agreements, stock options in an amount equal to three and
one-third percent (3.33%) of the issued and outstanding common stock of the
Company from time to time (not including any common stock outstanding as a
result of the exercise by the Executive of options granted to him. Any options
issued under this provision on or after January 1, 2007 shall be granted with
an exercise price equal to the fair market value (as defined in Section 409A of
the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of
common stock and shall vest and become exercisable in five (5) equal increments
on the 12, 24, 36, 48 and 60 month anniversaries after the 


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date of grant;
provided, however, that notwithstanding any other provision in the Agreement to
the contrary, in the event (i) the Executive is terminated by the Company not
for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change
of Control, (iii) of the death of the Executive, or (iv) of the Disability of
the Executive, then any unvested outstanding options granted under this
provision upon the date of one of these events shall become immediately vested
and exercisable upon such date. Such options may be exercised through net share
settlements (i.e., the Company delivers to the Executive an amount of
shares of common stock with a current fair value equal to the gain) pursuant to
the terms of the applicable stock option agreement entered into between the
Executive and the Company.


          (b)
The Company shall provide group medical insurance coverage to the Executive,
his spouse and his dependent children, and such plan shall include reasonable
coverage for medical, hospital, surgical, prescription drug coverage and major
medical expenses. The Company and/or the Bank shall pay all premium expenses of
the Executive, his spouse and his dependent children in connection with such
group medical insurance.


          (c)
The Company shall provide and pay the premium costs of short-term and long-term
disability policies to compensate the Executive in the event of his incapacity
due to physical or mental illness, with coverage in an amount equal to at least
seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash
Compensation in the three (3) fiscal years immediately preceding the
determination of disability.


          (d)
During the Employment Period, the Executive shall be entitled to six (6) weeks
(thirty business days) of vacation in each calendar year, and shall be
compensated with respect thereto in accordance with the Company’s and the
Bank’s normal vacation policies. The Executive shall also be entitled to all
paid holidays in accordance with the Company’s and the Bank’s normal holiday
policies.


          (e)
The Company or the Bank shall own and pay the costs of premiums on guaranteed
renewable straight term life insurance insuring the life of the Executive in an
amount equal to the lesser of (i) two (2) times the Executive’s base salary or
(ii) $125,000.00, and the Company or Bank shall designate the beneficiary of
such policy as such person or persons named by the Executive from time to time.


          (f)
At the Executive’s election, the Company shall provide to the Executive either
(i) an automobile allowance in the amount of $1,000.00 for each calendar
month or portion thereof during the Employment Period, or (ii) the full-time
use of a company car, to be selected by the Executive, which company car shall
be replaced at its 24-month anniversary by another company car to be selected
by the Executive. The Executive shall also be provided with a credit card to
purchase gasoline for the company car. Allowances under this Section 5(f) may
be made pursuant to either an accountable or non-accountable expense plan for
federal income tax purposes as the Executive may determine.


          (g)
In addition to reimbursements for memberships described in Section 8, the
Company and/or the Bank shall reimburse the Executive for the costs associated
with one (1) country club membership and one (1) dining club membership of the
Executive’s choosing.


          (h)
Commencing on the first day of the calendar month following the first month
that the Company and the Bank have consolidated total assets of at least $250
million, the Company 


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will begin to
accrue for the Supplemental Executive Retirement Plan (the “SERP”), attached
hereto as Exhibit A, for the Executive.


          Section
6. Indemnification and Insurance.


          (a)
During the Employment Period and for a period of six (6) years thereafter, the
Company and the Bank shall cause the Executive to be covered by and named as an
insured under any policy or contract of insurance obtained by either to insure
its directors and officers against personal liability for acts or omissions in
connection with service as an officer or director of the Company or the Bank or
service in other capacities at the request of the Company or the Bank. The
coverage provided to the Executive pursuant to this Section 6 shall be of the
same scope and on the same terms and conditions as the coverage (if any)
provided to other officers or directors of the Company and the Bank.


          (b)
To the maximum extent permitted under applicable law, during the Employment
Period and for a period of six (6) years thereafter, the Company and the Bank
shall indemnify the Executive against, and hold him harmless from and pay, any
costs, liabilities, losses and exposures to the fullest extent and on the most
favorable terms and conditions that similar indemnification is offered to any
director or officer of the Company, the Bank or any subsidiary or affiliate of
either of them, and the Company and the Bank shall advance such expenses absent
an initial determination by the Company and the Bank that the Executive shall
have acted in bad faith.


          Section
7. Other Activities.


          (a)
The Executive may serve as a member of the boards of directors of such
business, community and charitable organizations as he may disclose to and as
may be approved by the Board of Directors of the Company or the Bank (which
approval shall not be unreasonably withheld); provided, however,
that any such service shall not materially interfere with the performance of
his duties under this Agreement. The parties hereby approve the Executive’s
activities with the organizations listed on Exhibit B. The Executive may also
engage in personal business and investment activities which do not materially
interfere with the performance of his duties hereunder; provided, however, that
such activities are not prohibited under any code of conduct or investment or
securities trading policy established by the Company or the Bank and generally
applicable to all similarly situated executives.


          (b)
If the Executive is discharged or suspended, or is subject to any regulatory
prohibition or restriction with respect to participation in the affairs of the
Bank, he shall (subject to the Company’s powers of termination hereunder)
continue to perform services for the Company in accordance with this Agreement
but shall not directly or indirectly provide services to or participate in the
affairs of the Bank in a manner inconsistent with the terms of such discharge
or suspension or any applicable regulatory order.


          Section
8. Working Facilities and Expenses. The Executive’s
principal place of employment shall be at the Company’s and the Bank’s
principal offices, or at such other location within Palm Beach County, Florida
at which the Company or the Bank shall maintain executive offices, or at such
other location as the Company, the Bank and the Executive may mutually agree
upon. The Company and the Bank shall provide the Executive at his principal
place of employment with a private office, secretarial services and other support
services and facilities 


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suitable to
his positions with the Company and the Bank and necessary or appropriate in
connection with the performance of his assigned duties under this Agreement.
The Company or the Bank shall reimburse the Executive for his ordinary and
necessary business expenses, including, without limitation, all fees for
memberships in such clubs (except only one (1) country club membership and one
(1) dining club membership, as described in Section 5(g) above) and
organizations as the Executive and the Company and Bank shall mutually agree
are necessary and appropriate for business purposes, continuing education and
his travel (including, without limitation, round-trip travel expenses
(including first class airfare) incurred by Executive between California and
Florida whenever he needs to return to Florida for Company or Bank business
purposes) and entertainment expenses incurred in connection with the
performance of his duties under this Agreement, in each case upon presentation
to the Company or the Bank of an itemized account of such expenses in such form
as the Company or Bank may reasonably require.


          Section
9. Termination of Employment With Severance Benefits.


          (a)
The Executive shall be entitled to the severance benefits described herein in
the event that his employment with the Company and the Bank terminates during
the Employment Period under any of the following circumstances:


	
 

	
 

	
 


	
 

	
          (i)
 The Executive’s voluntary resignation from employment with the Company and
 the Bank within ninety (90) days following:


	
 

	
 


	
 

	
 

	
          (A)
 The failure of the Board of Directors of either the Company or the Bank to
 appoint or re-appoint or elect or re-elect the Executive to the office of
 Chairman of the Company and Chairman of the Bank (or a more senior office, if
 any);


	
 

	
 

	
 


	
 

	
 

	
          (B)
 The failure of the stockholders of the Company or Bank to elect or re-elect
 the Executive to the Board of Directors of the Company or the Bank,
 respectively, or the failure of the Board of Directors of the Company or the
 Bank (or the nominating committees thereof) to nominate the Executive for
 such election or re-election;


	
 

	
 

	
 


	
 

	
 

	
          (C)
 The expiration of a thirty (30) day period following the date on which the
 Executive gives written notice to the Company or the Bank (i) of its or their
 material failure, whether by amendment of the Company’s or the Bank’s
 Articles of Incorporation or Bylaws, action of the Company’s or the Bank’s
 Board of Directors or the Company’s or the Bank’s stockholders or otherwise,
 to vest in the Executive the functions, duties or responsibilities prescribed
 in Section 3 of this Agreement as of the date hereof, or (ii) that the
 Company or the Bank has or have prohibited, prevented or otherwise made it
 reasonably impracticable for the Executive to perform his functions, duties
 or responsibilities as prescribed in Section 3 of this Agreement, unless, in
 either event, during such thirty (30) day period, the Company or the Bank
 cures such failure in a manner determined by the Executive, in his
 discretion, to be satisfactory;


	
 

	
 

	
 


	
 

	
 

	
          (D)
 The expiration of a thirty (30) day period following the date on which the
 Executive gives written notice to the Company or the Bank of its material
 breach of any term, condition or covenant contained in this Agreement 





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(including,
 without limitation, any reduction of the Executive’s rate of base salary in
 effect from time to time and any adverse change in the terms and conditions
 to the Executive of any Employee Pension Benefit Plan or Employee Welfare
 Benefit Plan or as to any other compensation or benefit program in which the
 Executive participates which, either individually or together with other
 changes, has or could have a material adverse effect on the aggregate value
 of his total compensation package), unless, during such thirty (30) day
 period, the Company or the Bank cures such failure in a manner determined by
 the Executive, in his discretion, to be satisfactory; or


	
 

	
 

	
 


	
 

	
 

	
          (E)
 The relocation of the Executive’s principal place of employment, without his
 written consent (which may be withheld in the sole discretion of the
 Executive), to a location outside of Palm Beach County, Florida.


	
 

	
 

	
 


	
 

	
          (ii)
 The termination of the Executive’s employment with the Company or the Bank by
 the Company or the Bank for any other reason not described in Section 10(a).





In such event,
the Company or the Bank shall provide the benefits and pay to the Executive the
amounts described in Section 9(b).


          (b)
Upon the termination of the Executive’s employment with the Company and/or the
Bank prior to a Change of Control under any of the events set forth in Sections
9(a)(i) or (ii) during the Employment Period; or upon a Change of Control (as
hereinafter defined), the Company and/or the Bank (jointly and/or severally)
shall pay and provide to the Executive (or, upon death then to the Executive’s
estate) the following Severance Benefits:


	
 

	
 


	
 

	
          (i)
 The Executive’s earned but unpaid Cash Compensation (as determined pursuant
 to Section 4) in effect as of the applicable Triggering Event Date (as
 defined below), such payment to be made at the time and in the manner
 prescribed by law applicable to the payment of wages but in no event later
 than thirty (30) days after the applicable Triggering Event Date (provided
 that if the Executive has made an irrevocable election under any deferred
 compensation arrangement subject to Section 409A of the Code to defer any
 portion of such Cash Compensation, the terms of the applicable arrangement
 shall apply to distribution of such portion); and


	
 

	
 


	
 

	
          (ii)
 If the Triggering Event Date is a termination of employment, the Executive’s
 vested, accrued benefits in all Employee Benefit Plans to which the Executive
 was entitled pursuant to this Agreement as of the date of termination,
 payable in accordance with the terms of the applicable Employee Benefit Plan;
 and


	
 

	
 


	
 

	
          (iii)
 Within thirty (30) days following the effective date of any of the triggering
 events referred to in the first sentence in this Section 9(b) (the
 “Triggering Event Date”), payment of a lump sum amount equal to two times the
 Cash Compensation that the Executive would have earned if he had continued
 working for the Company and the Bank for a period of 1,095 days after the
 Triggering Event Date and at the highest annual or annualized, rate of Cash
 Compensation achieved during that portion of the Employment Period prior to
 the Triggering Event Date. Such lump sum shall not be reduced to a present value
 and shall be paid in addition to any other Compensation payments otherwise
 provided hereunder; and





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          (iv)
 Within thirty (30) days following the Triggering Event Date, payment of a
 lump amount equal to the excess, if any, of:


	
 

	
 

	
 


	
 

	
 

	
          (A)
 The present value of both the current and future accrued benefits in each
 Employee Pension Benefit Plan that is a defined benefit plan to which the
 Executive would have been entitled (which shall be computed at the highest
 annual or annualized rate of Cash Compensation in effect during the
 Employment Period and at the same rate of Employee Pension Benefit Plan
 funding and/or benefit accrual, determined separately for each such Employee
 Pension Benefit Plan or as historically had been contributed, whichever is
 greater, for an Employment Period concluding on the third anniversary of the
 Triggering Event Date as if the Executive had continued
 working for the Company and the Bank for the Employment Period consisting of
 such three additional plan years. Such benefits shall be determined
 separately for each such Employee Pension Benefit Plan in effect as of the
 termination date; over


	
 

	
 

	
 


	
 

	
 

	
          (B)
 The present value of the accrued benefits to which the Executive is actually
 entitled under each such Employee Pension Benefit Plan that is a defined
 benefit plan as of the Triggering Event Date using comparable actuarial
 assumptions (where applicable) as then being utilized by such respective
 plan. In computing the present value of such lump sum payment, the annualized
 rate of interest prescribed by the Pension Benefit Guaranty Corporation for
 the computation of the value of lump sum payments otherwise payable under
 terminating single employer defined benefit plans for the month in which the
 Executive’s termination of employment occurs (“Applicable PBGC Rate”) shall
 be utilized; and


	
 

	
 

	
 


	
 

	
          (v)
 Within thirty (30) days following the Triggering Event Date, a lump sum
 payment in an amount equal to the present value of the additional employer
 contributions (or if greater in the case of a leveraged employee stock
 ownership plan or similar arrangement, the additional assets allocable to him
 through debt service, based on the fair market value of such assets at
 termination of employment) to which he would have been entitled under any and
 all qualified and non-qualified defined contribution plans maintained by, or
 covering employees of, the Company or the Bank, as if he were 100% vested
 thereunder and continued working for the Company and the Bank for a period of
 three years after the Triggering Event Date at the highest annual rate of
 compensation achieved during that portion of the Employment Period which is
 prior to the Triggering Event Date, and making the maximum amount of employee
 contributions, if any, required under such plan or plans, such present value
 to be determined on the basis of a discount rate, compounded using the
 compounding period that corresponds to the frequency with which employer
 contributions are made to the relevant Employee Pension Benefit Plan; and


	
 

	
 


	
 

	
          (vi)
 Subject to Section 26 of this Agreement, for fifteen years following the date
 of termination of employment (the “Benefits Period”), the Bank and/or Company
 shall provide the Executive and his spouse and eligible dependents with
 medical and dental insurance coverage (the “Health Care Benefits”) and life
 insurance benefits no less favorable than those which the Executive and his
 spouse and eligible dependents were 





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receiving
 immediately prior to the date of termination of employment; provided,
 however,
 that the Health Care Benefits shall be provided during the Benefits Period in
 such a manner that such benefits are excluded from the Executive’s income for
 federal income tax purposes; provided, further, however, that if the
 Executive becomes re-employed with another employer and is eligible to
 receive health care benefits under another employer-provided plan, the health
 care benefits provided hereunder shall be secondary to those provided under
 such other plan during such applicable period of eligibility. The receipt of
 the Health Care Benefits shall be conditioned upon the Executive continuing
 to pay the monthly premium as in effect
 at the Company from time to time for coverage provided to former employees
 under Section 4980B of the Code in
 respect of the level of coverage in effect for the Executive and his spouse
 and dependents (i.e., single, single plus one, or family) (the “Applicable
 COBRA Premium”). During the portion of the Benefits Period in which the Executive
 and his eligible dependents continue to receive coverage under the Company’s
 Health Care Benefits plans, the Company shall pay to the Executive a monthly amount equal to the Applicable COBRA
 Premium in respect of the maximum level of coverage that the Executive
 could otherwise elect to receive for the Executive and the Executive’s spouse
 and eligible dependents if the Executive were still an employee of the
 Company during the Benefits Period regardless of what level of coverage is
 actually elected, which payment shall be paid in advance on the first payroll
 day of each month, commencing with the month immediately following the
 Executive’s date of termination of employment.





Notwithstanding
the foregoing provisions of this Section 9(b), (x) in the event that the
Executive is a Specified Employee (as defined in the SERP) as of the date of
termination of employment, amounts payable under Sections 9(b)(iii-v) due to a
qualifying termination of employment that constitute a “nonqualified deferred
compensation plan” within the meaning of Section 409A of the Code that would
otherwise be payable during the six-month period immediately following the date
of termination of employment shall instead be paid, with interest on any
delayed payment at the applicable federal rate provided for in Section
7872(f)(2)(A) of the Code determined as of the date of termination of
employment, on the first business day after the date that is six months
following the Executive’s date of termination of employment (the “Delayed Payment
Date”), and (y) in the event that amounts are payable under Sections
9(b)(iii)-(v) due to a Change of Control but such Change of Control does not
constitute a change in the ownership or effective control of the Company or the
Bank, or in the ownership of a substantial portion of the assets of the Company
or the Bank (as defined in Section 409A of the Code and regulations
thereunder), such amounts shall instead be paid, with interest at the
applicable federal rate provided for in Section 7872(f)(2)(A) of the Code
determined as of the date of the Change of Control, on the first to occur of
the Executive’s termination of employment (or, if the Executive is a Specified
Employee on such date, the Delayed Payment Date) or a change in the ownership
or effective control of the Company or the Bank, or in the ownership of a
substantial portion of the assets of the Company or the Bank (each as defined
in Section 409A of the Code and regulations thereunder). The Company, the Bank
and the Executive hereby stipulate that the damages which may be incurred by
the Executive following any such termination of employment are not capable of
accurate measurement as of the date first above written and that the payments
and benefits contemplated by this Section 9(b) constitute reasonable liquidated
damages under the circumstances and shall be payable without any requirement of
proof of actual damage and without regard to the Executive’s efforts, if any,
to mitigate damages. The Company, the Bank and the Executive further agree that
the Company and the Bank may condition the payments and benefits (if any) due
under Sections 


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9(b)(iii),
(iv), (v) and (vi) on the receipt of the Executive’s resignation from any and
all positions which he holds as an officer, director or committee member with
respect to the Company, the Bank or any subsidiary or affiliate of either. 


          (c)
Upon the termination of the Executive’s employment with the Company and/or the
Bank under any of the events set forth in Sections 9(a)(i), 9(a)(ii), 10(a)(iii)
or 10(a)(iv) during the Employment Period, or upon a Change of Control (as
hereinafter defined) (including under terminations referred to in Section 11(c)
hereof), any options to purchase the Company’s stock granted to the Executive
by the Company shall immediately vest, and may be exercised in accordance with
the terms of such option grants at any time on or prior to their original
expiration date. 


          (d)
The parties shall
take all steps necessary (including with regard to any post-termination services
by the Executive) to ensure that the date of any termination of employment
hereunder constitutes a “Separation from Service” (as defined in the
SERP).


          Section
10. Termination without Additional Company or Bank Liability.



          (a)
 In the event that the Executive’s employment with the Company and the Bank
 shall terminate during the Employment Period on account of:



	
 

	
 


	
 

	
          (i)
 The discharge of the Executive for “cause,” which, for purposes of this
 Agreement shall mean: (A) the Executive intentionally engages in dishonest
 conduct in connection with his performance of services for the Company or the
 Bank resulting in his conviction of a felony; (B) the Executive is convicted
 of, or pleads guilty or nolo contendere to, a felony
 or any crime involving moral turpitude; (C) the Executive willfully fails or
 refuses to perform his duties under this Agreement and fails to cure such
 breach within sixty (60) days following written notice thereof from the
 Company or the Bank; (D) the Executive breaches his fiduciary duties to
 the Company or the Bank for personal profit; or (E) the Executive’s willful
 breach or violation of any law, rule or regulation (other than traffic or
 boating violations or similar offenses), or final cease and desist order in
 connection with his performance of services for the Company or the Bank;


	
 

	
 


	
 

	
          (ii)
 The Executive’s voluntary resignation from employment with the Company and
 the Bank for reasons other than those specified in Section 9(a), 11(b) or 11(c);


	
 

	
 


	
 

	
          (iii)
 The Executive’s death; or


	
 

	
 


	
 

	
          (iv)
 A determination that the Executive is disabled (“Disability”) and eligible
 for long-term disability benefits under the Company’s or the Bank’s long-term
 disability insurance program or, if there is no such program, under the
 federal Social Security Act;





then the
Company and the Bank shall have no further obligations under this Agreement,
other than the payment to the Executive (or, in the event of his death, to his
estate) of his earned but unpaid Compensation as of the date of the termination
of his employment (provided that if the Executive has made an
irrevocable election under any deferred compensation arrangement subject to
Section 409A of the Code to defer any portion of such Compensation, the terms
of the applicable arrangement shall apply to distribution of such portion), and
the provision of such other benefits, if any, to which he is entitled as a
former employee under the employee benefit plans and


-10-






programs and
compensation plans and programs maintained by, or covering employees of, the
Company or the Bank. Notwithstanding the foregoing, in the event of the
Executive’s death during the Employment Period, the Company or the Bank shall:
(X) pay to his estate an amount equal to three months’ Cash Compensation within
thirty days after appointment of the personal representative of such estate,
and (Y) shall continue to provide the medical benefits described in Section
9(b)(vi) to the Executive’s spouse and dependent children for the period set
forth Section 9(b)(vi). Upon the Executive’s retirement at age 65 (or at age 55
through age 64 if a majority of the members of the Company’s Board of Directors
confirms that this provision shall be effective in connection with such retirement)
the Company and/or the Bank shall continue to provide to the Executive (and his
spouse and dependent children, with respect to health benefits) the health and
life insurance benefits described in Section 9(b)(vi) for the period set forth
in such section; provided that such retirement is a Separation From Service (as
defined in the SERP).


          (b)
In the event that the Executive’s employment with the Company and the Bank
shall terminate during the Employment Period on account of any of the events
set forth in Sections 10(a)(i) or 10(a)(ii), any options to purchase the
Company’s stock granted to the Executive by the Company that have fully vested
may be retained by the Executive (or, upon death, then by the Executive’s
estate) and may be exercised in accordance with the terms of such option grants
at any time on or prior to their original expiration date. Any unvested portion
of the options granted to the Executive will automatically lapse and become
null and void as of the date of termination and no further vesting of any
option will occur.


          (c)
For purposes of Section 10(a)(i), no act or failure to act, on the part of the
Executive, shall be considered “intentional” or “willful” unless it is done, or
omitted to be done, by the Executive in bad faith or without reasonable belief
that the Executive’s action or omission was in the best interests of the
Company and the Bank. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board of Directors of the Company
or the Bank or based upon the written advice of counsel for the Company or the
Bank shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company and the Bank.
The cessation of employment of the Executive shall not be deemed to be for
“cause” within the meaning of Section 10(a)(i) unless and until there shall
have been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of at least eighty percent (80%) of the entire Board of
Directors of the Company or the Bank, as the case may be (not including the
Executive), at a meeting of such Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before such Board), finding
that, in the good faith opinion of such Board, the Executive is guilty of the
conduct described in Section 10(a)(i) above, and specifying the particulars
thereof in detail.


          Section
11. Change of Control.


          (a)
A Change of Control (“Change of Control”) shall be deemed to have occurred upon
the happening of any of the following events:


	
 

	
 


	
 

	
          (i)
 Approval by the stockholders of the Company of a transaction that would
 result in the reorganization, merger or consolidation of the Company with one
 or more other persons, other than a transaction following which:





-11-






	
 

	
 

	
 


	
 

	
 

	
          (A)
 At least 50.1% of the common stock or equity ownership interests of the
 entity resulting from such transaction are beneficially owned (within the
 meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934
 (the “Exchange Act”)) in substantially the same relative proportions by
 persons who, immediately prior to such transaction, beneficially owned
 (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at
 least 50.1% of the outstanding common stock or equity ownership interests in
 the Company; and


	
 

	
 

	
 


	
 

	
 

	
          (B)
 At least 50.1% of the combined voting power of the securities entitled to
 vote generally in the election of directors of the entity resulting from such
 transaction are beneficially owned (within the meaning of Rule 13d-3
 promulgated under the Exchange Act) in substantially the same relative
 proportions by persons who, immediately prior to such transaction,
 beneficially owned (within the meaning of Rule 13d-3 promulgated under the
 Exchange Act) at least 50.1% of the combined voting power of the securities
 entitled to vote generally in the election of directors of the Company; and


	
 

	
 

	
 


	
 

	
 

	
          (C)
 No person, or persons acting in concert, beneficially own (within the meaning
 of Rule 13d-3 promulgated under the Exchange Act) 20% or more of the
 outstanding common stock or equity ownership interests in, or 20% or more of
 the combined voting power of the securities entitled to vote generally in the
 election of directors of, the entity resulting from such transaction; and


	
 

	
 

	
 


	
 

	
 

	
          (D)
 At least a majority of the members of the board of directors of the entity
 resulting from such transaction are individuals who were described in
 Sections 11(a)(iv)(A) or (B) of this Agreement as of the date of execution of
 the initial definitive agreement providing for such transaction (or, if
 earlier, as of the date on which the Board of Directors of the Company
 authorized such transaction).







	
 

	
 

	
 


	
 

	
          (ii)
The acquisition of all or substantially all of the assets of the Company or
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of the outstanding securities or of the combined
voting power of the outstanding securities of the Company entitled to vote
generally in the election of directors by any person or by any persons acting
in concert, or approval by the stockholders of the Company of any transaction
which would result in such an acquisition;


	
 

	
 

	
 


	
 

	
          (iii)
A complete liquidation or dissolution of the Company, or approval by the
stockholders of the Company of a plan for such liquidation or dissolution; or


	
 

	
 

	
 


	
 

	
          (iv)
The occurrence of any event if, immediately following such event, at least 50%
of the members of the board of directors of the Company (or the Company’s
successor) do not belong to any of the following groups:









	
 

	
 

	
 


	
 

	
 

	
          (A)
 Individuals who were members of the Board of the Company on the date of this
 Agreement; or


	
 

	
 

	
 


	
 

	
 

	
          (B)
 Individuals who first became members of the Board of the Company after the
 date of this Agreement either:





-12-






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (1)
 Upon election to serve as a member of the Board of Directors of the Company
 by affirmative vote of three-quarters of the members of such Board, or of a
 nominating committee thereof, in office at the time of such first election;
 or


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (2)
 Upon election by the stockholders of the Company to serve as a member of the
 Board of the Company, but only if nominated for election by affirmative vote
 of three-quarters of the members of the Board of Directors of the Company, or
 of a nominating committee thereof, in office at the time of such first
 nomination;





provided, however, that
such individuals’ election or nomination did not result from an actual or
threatened election contest or other actual or threatened solicitation of
proxies or consents (within the meaning of Rule 14a-1 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf of the Board of
the Company; or


	
 

	
 


	
 

	
          (v)
 Any event which would be described in Section 11(a)(i), (ii), (iii) or
 (iv) if the term “Bank” were substituted for the term “Company” therein.





In no event,
however, shall a Change of Control be deemed to have occurred as a result of
any acquisition of securities or assets of the Company, the Bank, or a
subsidiary of either of them, by the Company, the Bank, or a subsidiary of
either of them, or by any employee benefit plan maintained by any of them. For
purposes of this Section 11(a), the term “person” shall include the meaning
assigned to it under section 13(d)(3) or 14(d)(2) of the Exchange Act.


          (b)
In the event of a Change of Control, the Executive shall be entitled to the
payments and benefits contemplated by Section 9(b)(i) and 9(b)(iii)-(v), such
payments to be due and payable to the Executive by the Company and the Bank
prior to or simultaneously with the closing of the transaction or event
constituting a Change of Control under this Section 11 (but subject to the
final paragraph of Section 9(b)).


          (c)
In the event of a Change of Control, the Executive shall also be entitled to
the payments and benefits contemplated by Section 9(b)(vi) in the event of his
termination of employment with the Company or the Bank under any of the
circumstances described in Section 9(a) of this Agreement or under any of the
following circumstances:


	
 

	
 


	
 

	
          (i)
 Resignation, voluntary or otherwise, by the Executive at any time during the
 Employment Period following his demotion, loss of title, office or
 significant authority or responsibility, or following any reduction in any
 element of his package of compensation and benefits;


	
 

	
 


	
 

	
          (ii)
 Resignation, voluntary or otherwise, by the Executive at any time during the
 Employment Period following any relocation of his principal place of
 employment or any change in working conditions at such principal place of
 employment which the Executive, in his reasonable discretion, determines to
 be embarrassing, derogatory or otherwise adverse;


	
 

	
 


	
 

	
          (iii)
 Resignation, voluntary or otherwise, by the Executive at any time during the
 Employment Period following the failure of any successor to the Company in
 the 





-13-






	
 

	
 


	
 

	
Change of
 Control to include the Executive in any compensation or benefit, program
 maintained by it or covering any of its executive officers, unless the
 Executive is already covered by a substantially similar plan of the Company
 or the Bank which is at least as favorable to him; or


	
 

	
 


	
 

	
          (iv)
 Resignation, voluntary or otherwise, for any reason whatsoever following the
 effective date of the Change of Control.





          Section
12. Tax Indemnification.


          (a)
This Section 12 shall apply in the event of (i) a Change of Control (as defined
in Section 11 of this Agreement); or (ii) a change “in the ownership or
effective control” of the Company or the Bank or “in the ownership of a
substantial portion of the assets” of the Company or the Bank within the
meaning of section 280G of the Code. If this Section 12 applies, then, if for
any taxable year the Executive shall be liable for the payment of an excise tax
under section 4999 of the Code with respect to any payment in the nature of
Compensation made by the Company, the Bank or any direct or indirect subsidiary
or affiliate of the Company or the Bank to (or for the benefit of) the
Executive, the Company or the Bank shall pay with respect to the Executive an
amount equal to X determined under the following formula:


	
 

	
 

	
 

	
 


	
 

	
X =

	
E x P

	
 


	
 

	


	
 


	
 

	
1 – [(FI x (1 – SLI)) + SLI
 + E + M]

	
 








	
 

	
 

	
 


	
Where

	
 

	
 


	
 

	
 

	
 


	
E =

	
 

	
the rate at
 which the excise tax is assessed under section 4999 of the Code;


	
 

	
 

	
 


	
P =

	
 

	
the amount
 with respect to which such excise tax is assessed, determined without regard
 to this Section 12;


	
 

	
 

	
 


	
FI =

	
 

	
the highest
 marginal rate of income tax applicable to the Executive under the Code for
 the taxable year in question;


	
 

	
 

	
 


	
SLI =

	
 

	
the sum of
 the highest marginal rates of income tax applicable to the Executive under
 all applicable state and local laws for the taxable year in question; and


	
 

	
 

	
 


	
M =

	
 

	
the highest
 marginal rate of Medicare tax applicable to the Executive under the Code for
 the taxable year in question.





-14-






With respect
to any payment in, the nature of Compensation that is made to (or for the
benefit of) the Executive under the terms of this Agreement, or otherwise, and
on which an excise tax under section 4999 of the Code will be assessed, the
payment determined under this Section 12(a) shall be remitted to the Internal
Revenue Service or other applicable state or local taxing authority on the
earlier of (i) the date the Company, the Bank or any direct or indirect
subsidiary or affiliate of the Company or the Bank is required to withhold such
tax, or (ii) the date the tax is required to be paid by the Executive and shall
in no event be paid later than the end of the Executive’s taxable year next
following the Executive’s taxable year in which the underlying excise tax under
section 4999 of the Code (and any income or other related taxes or interest or
penalties thereon) are remitted to the Internal Revenue Service or any other
applicable taxing authority or, in the case of amounts relating to a claim
described in Section 12(c) that does not result in the remittance of any
federal, state, local and foreign income, excise, social security and other
taxes, the calendar year in which the claim is finally settled or otherwise
resolved. The determination of the amount due hereunder shall be made by Ernst
& Young, or such other accounting firm as the parties may mutually agree
upon (the “Accounting Firm”). In the event that the Accounting Firm is serving
as accountant or auditor for the individual, entity or group effecting the
Change of Control, the parties shall appoint another nationally recognized
accounting firm to make the determination required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company.


          (b)
Notwithstanding anything in this Section 12 to the contrary, in the event that
the Executive’s liability for the excise tax under section 4999 of the Code for
a taxable year is subsequently determined to be different than the amount
determined by the formula (X + P) x E, where X, P and E have the meanings
provided in Section 12(a), the Executive or the Company or Bank, as the case
may be, shall pay to the other party, at the time that the amount of such
excise tax is finally determined, an appropriate amount, plus interest, such
that the payment made under Section 12(a), when increased by the amount of the
payment made to the Executive under this Section 12(b) by the Company or the
Bank, or when reduced by the amount of the payment made to the Company or Bank
under this Section 12(b) by the Executive, equals the amount that should have
properly been paid under Section 12(a). The interest paid under this Section
12(b) shall be determined at the rate provided under section 1274(b)(2)(B) of
the Code. To confirm that the proper amount, if any, was paid under this
Section 12, the Executive shall furnish to the Company and the Bank a copy of each
tax return which reflects a liability for an excise tax payment made by the
Company or the Bank, at least 20 days before the date on which such return is
required to be filed with the Internal Revenue Service.


          (c)
The Executive shall notify the Company and the Bank in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of additional amounts hereunder. Such notification shall be given
as soon as practicable but no later than ten business days after the Executive
is informed in writing of such claim and shall apprise the Company and the Bank
of the nature of such claim and the date on which such claim is requested to be
paid. The Executive shall not pay such claim prior to the expiration of the
thirty day period following the date on which it gives such notice that any
payment of taxes with respect to such claim is due. If the Company or the Bank
notifies the Executive in writing prior to the expiration of such period that
it desires to contest such claim, the Executive shall:


-15-






	
 

	
 


	
 

	
          (i)
 Give the Company or the Bank any information reasonably requested by the
 Company or the Bank relating to such claim;


	
 

	
 


	
 

	
          (ii)
 Take such action in connection with contesting such claim as the Company or
 the Bank shall reasonably request in writing from time to time, including,
 without limitation, accepting legal representation with respect to such claim
 by an attorney reasonably selected by the Company or the Bank;


	
 

	
 


	
 

	
          (iii)
 Cooperate with the Company or the Bank in good faith in order effectively to
 contest such claim; and


	
 

	
 


	
 

	
          (iv)
 Permit the Company and the Bank to participate in any proceedings relating to
 such claim;





provided, however, that the Company or the Bank shall
bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and
hold the Executive harmless, on an after-tax basis, for any excise tax or
income tax (including interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses.
Notwithstanding the foregoing, the Executive shall control the conduct of any
such proceeding and all decisions relating to the settlement or other
disposition thereof.


          (d)
The provisions of this Section 12 are designed to reflect the provisions of
applicable federal, state and local tax laws in effect on the date of this
Agreement. If, after the date hereof, there shall be any change in any such
laws, this Section 12 shall be modified in such manner as the Executive and the
Company and the Bank may mutually agree upon if and to the extent necessary to
assure that the Executive is fully indemnified against the economic effects of
the tax imposed under section 4999 of the Code or any similar federal, state or
local tax. 


          (e)
Notwithstanding any other provision of this Section 12, the Company and/or the
Bank may, in its sole discretion, withhold and pay over to the Internal Revenue
Service or any other applicable taxing authority, for the benefit of the Executive,
all or any portion of any payment pursuant to Section 12(a), and the Executive
hereby consents to such withholding.


          Section
13. Confidentiality. Unless he obtains the prior
written consent of the Company and the Bank, the Executive shall keep
confidential and shall refrain from using for the benefit of himself, or any
person or entity other than the Company or any entity which is a subsidiary of
the Company or of which the Company is a subsidiary, any material document or
information obtained from the Company, or from its parent or subsidiaries, in
the course of his employment with any of them concerning their properties,
operations or business (unless such document or information is readily
ascertainable from public or published information or trade sources or has
otherwise been made available to the public through no fault of his own) until
the same ceases to be material (or becomes so ascertainable or available); provided, however, that nothing in this
Section 13
shall prevent the Executive, with or without the Company’s and the Bank’s
consent, from participating in or disclosing documents or information as
required by applicable law or in connection with any judicial or administrative
investigation, inquiry or proceeding to the extent that such participation or
disclosure is required under applicable law.


-16-






          Section
14. Successors and Assigns. This Agreement will inure
to the benefit of and be binding upon the Executive, his legal representatives
and testate or intestate distributees, and the Company and the Bank and their
respective successors and assigns, including any successor by merger or
consolidation or a statutory receiver or any other person or firm or
corporation to which all or substantially all of the assets and business of the
Company or the Bank may be sold or otherwise transferred. Failure of the
Company and the Bank to obtain from any successors its or their express written
assumption of the Company’s and the Bank’s obligations hereunder at least sixty
(60) days in advance of the scheduled effective date of any such succession
shall be deemed a material breach of this Agreement.


          Section
15. Notices. Any communication required or permitted
to be given under this Agreement, including any notice, direction, designation,
consent, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally, or five
(5) days after mailing if mailed, postage prepaid, by registered or certified
mail, return receipt requested, addressed to such party at the address listed
below or at such other address as one such party may by written notice specify
to the other party:


	
 

	
 

	
 


	
 

	
If to the
 Executive:


	
 

	
 


	
 

	
 

	
Warren S.
 Orlando


	
 

	
 

	
21731
 Frontenac Court


	
 

	
 

	
Boca Raton,
 FL 33433


	
 

	
 

	
 


	
 

	
If to the
 Company:


	
 

	
 


	
 

	
 

	
1st United
 Bancorp


	
 

	
 

	
One North
 Federal Highway


	
 

	
 

	
Boca Raton,
 FL 33432


	
 

	
 

	
Attention:
 Chief Executive Officer


	
 

	
 

	
 


	
 

	
If to the
 Bank:


	
 

	
 

	
 


	
 

	
 

	
1st United
 Bank


	
 

	
 

	
One North
 Federal Highway


	
 

	
 

	
Boca Raton,
 FL 33432


	
 

	
 

	
Attention:
 Chief Executive Officer





          Section
16. Indemnification for Attorney’s Fees. The Company
and the Bank shall indemnify, hold harmless and defend the Executive against
reasonable costs, including legal fees, incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved, as a
result of his efforts, in good faith, to defend or enforce the terms of this
Agreement. 


          Section
17. Severability. A determination that any provision
of this Agreement is invalid or unenforceable shall not affect the validity or
enforceability of any other provision hereof.


          Section
18. Waiver. Failure to insist upon strict compliance
with any of the terms, covenants or conditions hereof shall not be deemed a
waiver of such term, covenant, or condition. 


-17-






A waiver of
any provision of this Agreement must be made in writing, designated as a waiver
and signed by the party against whom its enforcement is sought. Any waiver or
relinquishment of any right or power hereunder at any one or more times shall
not be deemed a waiver or relinquishment of such right or power at any other
time or times.


          Section
19. Counterparts. This Agreement may be executed in
two (2) or more counterparts, each of which shall be deemed an original, and
all of which shall constitute one and the same Agreement.


          Section
20. Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Florida
applicable to contracts entered into and to be performed entirely within the
State of Florida.


          Section
21. Headings and Construction. The headings of
sections in this Agreement are for convenience of reference only and are not
intended to qualify the meaning of any section. Any reference to a section
number shall refer to a section of this Agreement, unless otherwise stated.


          Section
22. Entire Agreement; Modifications. This instrument
contains the entire agreement of the parties relating to the subject matter
hereof, and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof. No
modifications of this Agreement shall be valid unless made in writing and
signed by the parties hereto.


          Section
23. Survival. The provisions of Sections 6, 9, 10, 11,
12, 13, 14, and 15 through 27 shall survive the expiration of the Employment
Period or termination of this Agreement.


          Section
24. Equitable Remedies. Each of the parties
acknowledges that the parties will be irreparably damaged (and damages at law
would be an inadequate remedy) if this Agreement is not specifically enforced.
Therefore, in the event of a breach or threatened breach by any party of any
provision of this Agreement, then the other parties shall be entitled, in
addition to all other rights or remedies, (a) to an injunction restraining such
breach, without being required to show any actual damage or to post an
injunction or other bond, or (b) to a decree for specific performance of the
provisions of this Agreement, or both.


          Section
25. Required Regulatory Provision.


          (a)
Notwithstanding anything herein contained to the contrary, any payments to the
Executive by the Company or the Bank, whether pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C. § 1828(k), and any
regulations promulgated thereunder.


          (b)
Nothing in this Agreement shall be construed to subject the Bank or its assets
to any contractual obligation undertaken by the Company hereunder or to
liability for any breach by the Company.


          Section
26. Medicare Supplemental Insurance. Upon the
termination of the Executive’s employment pursuant to: (X) Section 9(a);
(Y) Section 10(a) (but only if termination 


-18-






of the
Executive’s employment is by reason of retirement at age 65 or at Early
Retirement provided that a majority of the Board of Directors of the Company
confirms that the Executive is eligible for Medicare supplemental insurance as
provided in this Section 26); or (Z) Sections 11(a)-(c) of this Agreement, the
Company or the Bank shall thereafter provide the Executive and his spouse with
health and major medical insurance as set forth in Section 9(b)(vi). Such
health and major medical insurance shall terminate upon the Executive’s
attainment of Medicare eligibility (“Medicare Eligibility Date”). Subsequent to
such Medicare Eligibility Date, the Company or the Bank shall thereafter
provide the Executive and his spouse with Medicare supplemental insurance for
life, subject to this Section 26, with health care coverage at the same levels,
amounts and co-pay as otherwise required pursuant to Section 9(b) hereof. 


          Section
27. Section 409A. This Agreement is intended to comply
with the requirements of Section 409A of the Code or an exemption or exclusion
therefrom and, with respect to amounts that are subject to Section 409A of the
Code, shall in all respects be administered in accordance with Section 409A of
the Code. Each payment under this Agreement shall be treated as a separate
payment for purposes of Section 409A of the Code. In no event may the
Executive, directly or indirectly, designate the calendar year of any payment
to be made under this Agreement. All reimbursements and in-kind benefits
provided under this Agreement that constitute deferred compensation within the
meaning of Section 409A of the Code shall be made or provided in accordance
with the requirements of Section 409A of the Code, including, without
limitation, that (i) in no event shall reimbursements by the Bank or the
Company under this Agreement be made later than the end of the calendar year
next following the calendar year in which the applicable fees and expenses were
incurred, provided, that the Executive shall have submitted an invoice for such
fees and expenses at least 10 days before the end of the calendar year next
following the calendar year in which such fees and expenses were incurred; (ii)
the amount of in-kind benefits that the Bank or the Company is obligated to pay
or provide in any given calendar year shall not affect the in-kind benefits
that the Bank or the Company is obligated to pay or provide in any other
calendar year; (iii) the Executive’s right to have the Bank or the Company pay
or provide such reimbursements and in-kind benefits may not be liquidated or
exchanged for any other benefit; and (iv) in no event shall the Bank’s or the
Company’s obligations to make such reimbursements or to provide such in-kind
benefits apply later than the Executive’s remaining lifetime (or if longer,
through the 50th anniversary of the date hereof). Within the time period
permitted by the applicable Treasury Regulations, the Company may, in consultation
with the Executive, modify the Agreement, in the least restrictive manner necessary
and without any diminution in the value of the payments to the Executive, in
order to cause the provisions of the Agreement to comply with the requirements
of Section 409A of the Code, so as to avoid the imposition of taxes and
penalties on the Executive pursuant to Section 409A of the Code.


          Section 28.
Arbitration. Subject to the parties’ rights to seek
equitable remedies under Section 24, all claims for monetary damages and
disputes relating in any way to the performance, interpretation, validity or
breach of this Agreement shall be referred to final and binding arbitration,
before a single arbitrator, under the commercial arbitration rules of the
American Arbitration Association in Palm Beach County, Florida. The arbitrator
shall be selected by the parties and if the parties are unable to reach agreement
on selection of the arbitrator within ten (10) days after the notice of
arbitration is served, then the arbitrator will be selected by the American
Arbitration Association. All documents, materials and information in the
possession of a party to this Agreement and in any way relevant to the claims
or disputes shall be made 


-19-






available to
the other parties for review and copying not later than 60 days after the
notice of arbitration is served. To the extent that a party would be required
to make confidential information available to any other, an agreement or an
order shall be entered in the proceeding protecting the confidentiality of and
limiting access to such information before a party is required to produce such
information. Information produced by a party shall be used exclusively in the
arbitration or litigation that may arise, and shall not otherwise be disclosed.
In no event shall a party be entitled to punitive damages in any arbitration or
judicial proceeding and all parties hereby waive their rights to any punitive
damages. In the event an arbitration panel or a court concludes that the
punitive damages waiver contained in the previous sentence is unenforceable,
then the parties agree that the court with subject matter jurisdiction over the
confirmation of the award shall have sole and exclusive jurisdiction to
determine issues of entitlement and amount of punitive damages. The arbitrator
shall NOT have subject matter jurisdiction to decide any issues relating to the
statute of limitations or to any request for injunctive relief, and the parties
hereby stipulate to stay the arbitration proceeding (without the need of a
bond) until any such issues in dispute are resolved. Judgment upon the award
rendered by the arbitrator shall be final, binding and conclusive upon the
parties and their respective administrators, personal representatives, legal
representatives, heirs, successors and permitted assigns, and may be entered in
any court of competent jurisdiction.


-20-






          IN
WITNESS WHEREOF, the Company and the Bank have
caused this Agreement to be executed and the Executive has hereunto set his
hand, all as of the day and year first above written.


1st UNITED
BANCORP


	
 

	
 

	
 

	
 


	
By:

	
/s/ John
 Marino 

	
 

	
 


	
 

	


	
 

	
 


	
Name: John
 Marino


	
Title:
 President





1st UNITED
BANK


	
 

	
 

	
 

	
 


	
By:

	
/s/ John
 Marino

	
 

	
 


	
 

	


	
 

	
 


	
Name: John
 Marino


	
Title: Chief
 Financial Officer/Chief Operating Officer





EXECUTIVE


	
 

	
 

	
 

	
 


	
/s/ Warren
 S. Orlando

	
 

	
 


	


	
 

	
 


	
 

	
 

	
 


	
Warren S.
 Orlando

	
 

	
 





-21-






EXHIBIT A


Supplemental Executive Retirement Plan






EXHIBIT B


Current Board of Directors Service


1st
United L.L.C., Member


Boca Raton
Community Hospital, Director


Boca Grove
Country Club, Director