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Exhibit 10.2
BANCSHARES OF FLORIDA, INC.
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is entered
into by and between Bancshares of Florida, Inc. ("Employer") and
Roy N. Hellwege ("Employee").
WHEREAS, in recognition of Employee’s prior
and continuing contribution to Employer and its subsidiaries,
Employer wishes to protect Employee’s position therewith in
the manner provided in the Agreement in the event of a Change in
Control of the Employer;
NOW, THEREFORE, in consideration of
Employee’s management position, contribution and
responsibilities, Employer hereby agrees to provide Employee with
certain severance benefits as specifically provided herein.
SECTION 1 – DEFINITIONS
(a) "Change in Control" means an event that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act") or any successor disclosure item; provided
that, without limitation, such a Change in Control (as set forth in
12 U.S.C. Section 1841 (a)(2) of the Bank Holding Company Act of
1956, as amended) 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 any person who on the date hereof is a director or
officer of Employer: (i) directly or indirectly, or acting in
concert through one or more other persons, owns, controls, or has
power to vote 25% or more of any class of the then outstanding
voting securities of Employer; or (ii) controls in any manner the
election of the directors of Employer. For purposes of this
Agreement, a "Change in Control" shall be deemed not to have
occurred in connection with a reorganization, consolidation, or
merger of Employer whereby the stockholders of Employer,
immediately before the consummation of the transaction, will own
over 50% of the total combined voting power of all classes of stock
entitled to vote of the surviving entity immediately after the
transaction.
(b) Termination for "just cause" means termination because of
Employee’s personal dishonesty, incompetence,
insubordination, misconduct or conduct which negatively reflects
upon the Employer, breach of fiduciary duty, intentional failure to
perform stated duties, willful violation of any law, rule, or
regulation (other than minor traffic violations or similar
offenses), or final cease-and desist order. In determining
"incompetence," the acts or omissions shall be measured against
standards generally prevailing in the banking industry. No act, or
failure to act on Employee’s part, shall be considered
"willful" unless done, or omitted to be done, by Employee not in
good faith and without reasonable belief that Employee’s
action or omission was in the best interest of Employer; provided
that any act or omission to act on Employee’s behalf in
reliance upon advice or written opinion of Employer’s counsel
shall not be deemed to be willful.
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(c) "Protected Period" means the term of this
Agreement and six months following termination hereof if Employee
is employed by Employer at the time Employee first learns of a
potential Change in Control, which is later consummated.
SECTION 2 – TERM OF AGREEMENT
This Agreement shall remain in effect for two years commencing
on September 1, 2006, and terminating on August 31, 2008, unless
extended or terminated in accordance with the terms and conditions
set forth in Section 8 herein.
SECTION 3 – PAYMENTS TO EMPLOYEE UPON
CHANGE IN CONTROL
Following a Change in Control and within the Protected Period,
if either (i) Employer terminates Employee’s employment
without "just cause;" or (ii) Employee terminates his own
employment because Employee has not been offered employment at a
comparable salary and position, Employee shall be entitled to
receive the termination benefits described in Section 4 hereof.
SECTION 4 – TERMINATION BENEFITS
(a) Upon a termination described in Section 3, Employer or its
successor(s) shall pay Employee, or in the event of
Employee’s subsequent death, his estate, as severance pay, a
sum equal to two-and-one-half years of his "highest annual base
salary." For purposes of this Agreement, Employee’s "highest
annual base salary" shall mean the Employee’s highest base
salary during the three years immediately preceding
Employee’s termination. Such payment shall be made in one
lump sum payment within ten business days of such a termination of
employment.
(b) Upon a termination described in Section 3, Employer or its
successor(s) shall continue to provide life, health, and disability
coverage ("Coverage") comparable to the coverage maintained by
Employer for Employee prior to his severance. Such Coverage shall
cease upon the earlier of Employee obtaining new employment and
receiving Coverage through another employer, which provides
comparable c
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