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Exhibit
10.10
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 R.
Mark Manitz (“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.
(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.
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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 em
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