Exhibit 10.1

CENTENNIAL BANK HOLDINGS, INC.
CHANGE IN CONTROL SEVERANCE PLAN

1.              Purpose .  The purpose of the Centennial Bank Holding, Inc. Change in Control Severance Plan (the “ Plan ”) is to recruit and foster the continuous employment of key management personnel of the Company and to reinforce and encourage their continued attention and dedication to their duties in the event of any threat or occurrence of a Change in Control (as defined in Section 2), although no such change is now apparent or contemplated.

2.              Definitions .  As used in this Plan, the following terms shall have the respective meanings set forth below:

(a)            “ Annual Performance Bonus ” means the annual bonus awarded under the Company’s Executive Cash Incentive Plan or Annual Incentive Plan (or, in each case, any predecessor, substitute or successor plan designated as such by the Board), as in effect from time to time.

(b)            “ Base Salary ” means the Participant’s annual base salary in effect immediately before the occurrence of the circumstance giving rise to the Participant’s termination, or, if greater, the Participant’s annual base salary in effect immediately before the Change in Control.

(c)            “ Board ” means the Board of Directors of the Company and, after a Change in Control, the “board of directors” of the surviving company.

(d)            “ Bonus Amount ” means the average of a Participant’s 2 Annual Performance Bonuses for the 2 fiscal years ending before the Participant’s Date of Termination; provided that (i) if a Participant has been an employee of the Company through the end of only one fiscal year before the Participant’s Date of Termination and was eligible for an Annual Performance Bonus for such fiscal year (including on a pro rata basis), the Bonus Amount shall be the average of (x) the Annual Performance Bonus for the fiscal year ending before the Date of Termination (if such bonus was made on a pro rata basis, such bonus shall be annualized for the purpose of calculating the Bonus Amount) and (y) the Participant’s target Annual Performance Bonus, expressed as a percentage of base salary in the event the relevant goals are 100% achieved, for the fiscal year in which the Date of Termination occurs and (ii) if a Participant (x) has been an employee of the Company through the end of only one fiscal year before the Participant’s Date of Termination and was not eligible for an Annual Performance Bonus for such fiscal year or (y) has not been an employee of the Company through the end of one fiscal year with the Company before the Participant’s Date of Termination, the Bonus Amount shall be the Participant’s target Annual Performance Bonus, expressed as a percentage of base salary in the event the relevant goals are 100% achieved, for the year in which the Date of Termination occurs.

(e)            “ Cause ” means (i) an intentional and continued failure of a Participant to perform duties with the Company and its subsidiaries (for the avoidance of doubt, excluding any failure due to physical or mental illness) and such failure continues after a written demand for substantial performance is delivered by the Company to the Participant that specifically identifies the manner in which the Participant has failed to perform; (ii) an intentional act of illegal conduct or gross misconduct that is demonstrably injurious (other than to a de minimis extent) to the business, reputation or regulatory relationships of the Company; (iii) an intentional act of fraud, embezzlement or theft in connection with the business of the Company; (iv) intentional disclosure of confidential information or trade secrets of the Company or confidential information relating to customers of the Company or its parent, a subsidiary or affiliate; (v) an act constituting a felony or a misdemeanor involving moral turpitude for which the Participant is convicted by any federal, state or local authority, or to which the Participant enters a plea of guilty or nolo contendere; (vi) an act or omission that causes the Participant to be disqualified or barred by any governmental or self-regulatory authority from serving in his or her employment capacity or losing any governmental or self-regulatory license that is reasonably necessary for the Participant to perform his or her responsibilities to the Company; or (vii) intentional breach of corporate fiduciary duty involving personal profit.  For the purposes of this Plan, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.  Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause hereunder unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the members of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for the Participant, together with his or her counsel to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant had committed an act set forth above in clauses (i) through (vii) and specifying the particulars thereof in detail.  Nothing herein shall limit the right of the Participant or his or her beneficiaries to contest the validity or propriety of any such determination.

(f)             “ Change in Control ” means the occurrence of any one of the following events:

(i)             any “Person” or “Group” (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and the rules and regulations promulgated thereunder) is or becomes the “Beneficial Owner” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company, or of any entity resulting from a merger or consolidation involving the Company, representing more than 50% of the combined voting power of the then outstanding securities of the Company or such entity;

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(ii)            the individuals who, as of the date hereof, are members of the Board (the “ Existing Directors ”), cease, for any reason, to constitute more than 50% of the number of authorized directors of the Company as determined in the manner prescribed in the Company’s Certificate of Incorporation and Bylaws; provided that if the election, or nomination for election, by the Company’s stockholders of any new director was approved by a vote of at least 50% of the Existing Directors, such a new director shall be considered an Existing Director; provided further , that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened election contest (“ Election Contest ”) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a “ Proxy Contest ”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(iii)           the consummation of a plan of reorganization, merger or consolidation involving the Company or the sale of all or substantially all of the assets or deposits of the Company, except for a reorganization, merger, consolidation or sale where (A) the stockholders of the Company immediately before such reorganization, merger, consolidation or sale own directly or indirectly at least 55% of the combined voting power of the outstanding voting securities of the Company resulting from such reorganization, merger or consolidation or purchasing the assets or deposits (the “ Surviving Company ”) in substantially the same proportion as their ownership of voting securities of the Company immediately before such reorganization, merger, consolidation or sale, and (B) the Existing Directors immediately before the execution of the agreement providing for such reorganization, merger, consolidation or sale constitute at least half of the members of the board of directors of the Surviving Company, or of a company beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Company (a “ Resulting Parent ”).

If there is a reorganization, merger, consolidation or sale of the Company that does not result in a Change in Control pursuant to clause (iii), references to “the Company” in this definition will be deemed to have been replaced by references to the Resulting Parent (or if there is no Resulting Parent, the Surviving Company).

(g)            “ Code ” means the Internal Revenue Code of 1986, as amended.

(h)            “ Company ” means Centennial Bank Holdings, Inc. and the tax-controlled group of which it is a member.

(i)             “ Date of Termination ” means (i) if a Participant’s employment is terminated for Disability, 30 days after notice of termination is given by the Company (provided that the Participant shall not have returned to the full-time performance of his or her duties during such 30 day period); (ii) if a Participant’s employment is terminated

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by the Participant, the date specified in the notice of termination, which shall not be less than 30 days after notice of termination is given (unless the Company selects an earlier Date of Termination); or (iii) if a Participant’s employment is terminated for any other reason, the date specified in the notice of termination.

(j)             “ Disability ” shall occur if a Participant is incapacitated and absent from his or her duties on a full-time basis for 4 consecutive months or for at least 180 days (which need not be consecutive) during any 12 month period.

(k)            “ Good Reason ” means, without the Participant’s express written consent, the occurrence of any of the following events after a Change in Control:

(i)             the assignment to the Participant of any duties inconsistent with his or her title, position, duties, responsibilities and status with the Company as in effect immediately before the Change in Control, or any other action by the Company that results in a diminution of the Participant’s title, duties, position or reporting relationships, or any removal of the Participant from, or any failures to re-elect the Participant to, any of such positions, except in connection with the termination of his or her employment for Cause or as a result of his or her Disability or death, or termination by the Participant other than for Good Reason; provided that insubstantial or inadvertent actions not taken in bad faith which are remedied by the Company promptly after receipt of notice thereof given by the Participant shall not constitute Good Reason;

(ii)            any reduction in the Participant’s base salary, or a significant reduction in the aggregate employee benefits provided to the Participant, unless such reduction applies equally to other similarly situated employees of the Company, in each case, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Participant of such change or reduction, as the case may be;

(iii)           the Company requiring the Participant to be based more than 30 miles from the location of his or her place of employment immediately before the Change in Control, except for normal business travel in connection with his or her duties with the Company; or

(iv)           the failure by the Company to require any successor (whether direct or indirect, by purchase, merger consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume this Plan and all obligation hereunder.

An isolated, insubstantial and inadvertent action taken in good faith implicating clauses (i), (ii) or (iii) of this definition which is fully corrected by the Company before the Date of Termination specified in the notice of termination shall not constitute Good Reason.  A Participant must provide a notice of termination for Good

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Reason within 90 days following the Participant’s knowledge of existence of the event constituting Good Reason or such event shall not constitute Good Reason under this Plan.

(l)             “ Participant ” means each of the employees of the Company who are selected by the Board for coverage by this Plan and identified on Schedule A .

(m)           “ Qualifying Termination ” means a termination of the Participant’s employment (i) by the Company other than for Cause or (ii) by the Participant for Good Reason.  Termination of the Participant’s employment with the Company on account of death, Disability or retirement (in accordance with the normal retirement policy of the Company as in effect before the Change in Control) shall not be treated as a Qualifying Termination.  Notwithstanding the preceding sentence, the death or Disability of the Participant after notice of termination for Good Reason or without Cause has been validly provided shall be deemed to be a Qualifying Termination.

(n)            “ Severance Multiple ” means, for each Participant, a number determined by the Board in its sole discretion and noted on Schedule A .

(o)            “ Termination Period ” means the period of time beginning with a Change in Control and ending 2 years following such Change in Control.  Notwithstanding anything in this Plan to the contrary, if a Participant’s employment with the Company is terminated before the occurrence of a Change in Control, the Participant’s employment will be deemed to have been terminated by the Company without Cause on the day after the occurrence of the Change in Control if (i) a Change in Control actually occurs, (ii) during the Change in Control Period (as defined in Section 16(d)) ending on such Change in Control, the Participant’s employment is terminated by the Company other than for Cause or by the Participant for Good Reason or (iii) the Participant reasonably demonstrates that the Company terminated the Participant’s employment, or gave the Participant Good Reason, at the request of a Person (other than the Company) who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, or otherwise in connection with, or in anticipation of, the Change in Control.  For purposes of determining the timing of payments and benefits to the Participant under Section 4, the date of the actual Change in Control shall be treated as the Participant’s Date of Termination under Section 2(i), and for purposes of determining the amount of payments and benefits owed to the Participant under Section 4, the date the Participant’s employment is actually terminated shall be treated as the Participant’s Date of Termination under Section 2(i).

3.              Eligibility .  The Board shall determine in its sole discretion which employees of the Company shall be Participants.  Once an employee becomes a Participant, the employee shall remain a Participant until the earlier of (1) the expiration of the Participant’s “participation period” noted on Schedule A and (2) the Board’s removal of the employee as a Participant in this Plan.  The Board may remove an employee as a Participant in this Plan at any time in its sole discretion except that a Participant may not be removed as a Participant without his or her prior written consent

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either (i) during a Change in Control Period or Termination Period or (ii) unless the Company provides Participant with at least 6 months prior notice of such removal.  For the avoidance of doubt, if a Participant is removed as a Participant in this Plan pursuant to clause (ii) in the immediately preceding sentence and during such 6 month notice period a Change in Control Period is triggered pursuant to which an actual Change in Control occurs, the Participant shall not be removed or be deemed to have been removed from this Plan.

4.              Payments Upon Termination of Employment .  If during the Termination Period the employment of the Participant is terminated pursuant to a Qualifying Termination, then, subject to the Participant’s execution of a Separation Agreement and Release in the form attached to this Plan as Schedule C (the “ Separation Agreement and Release ”), the Company shall provide to the Participant:

(a)            his or her full base salary through the Date of Termination at the rate in effect at the time notice of termination is given, plus all other amounts to which he or she is entitled under any compensation plan of the Company, as the case may be, in effect immediately before the Change in Control, at the time such payments are due;

(b)            within 8 days following the Date of Termination (or, if later, the execution by the Participant of the Separation Agreement and Release), but in no event before the date on which such Separation Agreement and Release becomes effective (including the expiration of any applicable revocation period), a lump sum cash payment equal to the result of multiplying (i) the Participant’s current target Annual Performance Bonus, expressed as a percentage of base salary in the event the relevant goals are 100% achieved, for the year in which the Date of Termination occurs by (ii) a fraction, (A) the numerator of which is the number of days elapsed from the beginning of the relevant period for which performance is measured in determining such Annual Performance Bonus until the Date of Termination and (B) the denominator of which is the number of days of such relevant period;

(c)            within 8 days following the Date of Termination (or, if later, the execution by the Participant of the Separation Agreement and Release), but in no event before the date on which such Separation Agreement and Release becomes effective (including the expiration of any applicable revocation period), a lump sum cash payment equal to the result of multiplying (i) the sum of (A) the Participant’s Base Salary, plus (B) the Participant’s Bonus Amount by (ii) the Participant’s Severance Multiple;

(d)            for the number of years from the Date of Termination equal to the Severance Multiple, continued provision of medical, dental, and vision benefits to the Participant, his or her spouse and his or her eligible dependants on the same basis as such benefits are then currently provided to such Participant (the “ Medical Benefits ”); provided that such benefits shall be secondary to any other coverage obtained by the Participant; provided further that if the Company’s welfare plans do not permit such

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coverage, the Company will provide the Participant the Medical Benefits with the same tax effect; and

(e)            if the Participant is subject to any excise tax imposed under Section 4999 of the Code (the “ Excise Tax ”) by reason of a Change in Control, then the Company shall pay to the Participant an amount as specified in Schedule B .

Except as otherwise expressly provided pursuant to this Plan, this Plan shall be construed and administered in a manner which avoids duplication of compensation and benefits which may be provided under any other plan, program, policy, or other arrangement or individual contract.  In the event a Participant is covered by any other plan, program, policy, individually negotiated agreement or other arrangement, in effect as of his or her Date of Termination, that may duplicate the payments and benefits provided for in this Section 4, the Board is specifically empowered to reduce or eliminate the duplicative benefits provided for under the Plan.

This Plan does not abrogate any of the usual entitlements which a Participant has or will have, first, while a regular employee, and subsequently, after termination, and thus a Participant shall be entitled to receive all benefits payable to him or her under each and every qualified plan, welfare plan and any other plan or program relating to benefits and deriving from his or her employment with the Company, but solely in accordance with the terms and provisions thereof.

5.              Withholding Taxes .  The Company may withhold from all payments due to the Participant (or his or her beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

6.              Reimbursement of Expenses .  If a Change in Control actually occurs and any contest or dispute shall arise under this Plan involving termination of a Participant’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse the Participant on a current basis for all reasonable legal fees and related expenses, if any, incurred by the Participant in connection with such contest or dispute, provided that the Participant shall be required to repay immediately any such amounts to the Company to the extent that a court or an arbitration panel issues a final and non-appealable order setting forth the determination that the position taken by the Participant was frivolous or advanced by the Participant in bad faith.

7.              Scope of Plan .  Nothing in this Plan shall be deemed to entitle the Participant to continued employment with the Company, and if a Participant’s employment with the Company shall terminate before a Change in Control, the Participant shall have no further rights under this Plan (except as specifically provided herein); provided that any termination of a Participant’s employment during the Termination Period shall be subject to all of the provisions of this Plan.

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8.              Certain Additional Agreements under Section 409A .  In the event the payment of any amounts under this Plan would be treated as non-qualified deferred compensation under Section 409A of the Code, such payment will be delayed for 6 months after the Date of Termination if required in order to avoid additional tax under Section 409A of the Code.  If a Participant dies within 6 months following such termination of employment, any such delayed payments shal