Exhibit
10.6
CHANGE OF CONTROL AGREEMENT
THIS
CHANGE OF CONTROL AGREEMENT (“Agreement”) is made
this
21
st
day
of
November 2002 ,
by and among ATLANTIC BANCGROUP, INC. (“Company”),
OCEANSIDE BANK (“Bank”) and
Barry W. Chandler (“Executive”).
The Bank and the Company are collectively referred to herein as the
“Employer.”
INTRODUCTION
To
encourage the Executive to remain an employee of the Employer
and to protect the Executive in the event of a Change of
Control, the Employer desires to provide a change of control
benefit to the Executive.
AGREEMENT
The
Employer and the Bank agree as follows:
Article 1
Definitions
Whenever
used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1
“Base Annual Compensation” shall
mean the Executive’s average annualized compensation paid by
the Employer, which was includible in the Executive’s gross
income during the most recent five taxable years ending before the
date of the Change of Control. This definition covers all amounts
includible in compensation and defined as the Executive’s
“base amount” under Section 280G of the
Code.
1.2
“Change of 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 the Employer: (i) directly or indirectly, or acting
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 the Company or the Bank; or (ii) controls in any
manner the election of the directors of the Company or the Bank.
For purposes of this Agreement, a “Change of Control”
shall be deemed not to have occurred in connection with a
reorganization, consolidation, or merger of the Company or the Bank
where the stockholders of the 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.
1.3
“Code” means
the Internal Revenue Code of 1986, as amended.
1.4
“Termination for Cause” means
termination because of Employee’s personal dishonesty,
incompetence, willful misconduct, material breach of fiduciary
duty, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order or
other conduct which reflects poorly on Employer, as determined by
the Board of Directors in its sole discretion. 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 Emp
