Exhibit 10.19
BANK OF FLORIDA
CORPORATION
CHANGE IN CONTROL
AGREEMENT
THIS CHANGE IN CONTROL
AGREEMENT (“Agreement”) is entered into by and
between Bank of Florida Corporation (“Employer”) and
Larry W. Johnson (“Employee”).
WHEREAS,
in consideration of Employee’s
current employment by 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 in
fact later consummated.
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SECTION 2 – TERM OF
AGREEMENT
This Agreement shall remain in
effect for one year commencing on April 24, 2007, and
terminating on April 23, 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
If Employer terminates
Employee’s employment without “just cause,”
Employee shall be entitled to receive the termination benefits
described in Section 4 herein, if a Change in Control also
occurs or has occurred within the Protected Period. Employee shall
also be entitled to receive such termination benefits described in
Section 4 herein, if within 90 days of a Change in Control
Employee elects to terminate his employment; provided, however, if
the surviving entity following a Change in Control offers Employee
a position at the same salary as he was receiving from Employer at
the time of the Change in Control, Employee shall not be entitled
to receive the termination benefits described in Section 4
herein.
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, Employee’s
estate, as severance pay, a sum equal to two and one-half years of
Employee’s “average annual base salary.” For
purposes of this Agreement, Employee’s “highest annual
base salary” shall mean the Employee’s average base
salary, plus Employee’s average annual bonus during the five
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 Employee’s severance. Such
Coverage shall cease upon the earlier of Employee obtaining new
employment and receiving Coverage through another emp
