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EXHIBIT 10.3
FIRST PEOPLES BANK
AMENDED & RESTATED
CHANGE IN CONTROL AGREEMENT
THIS AMENDED & RESTATED CHANGE IN CONTROL
AGREEMENT ("Agreement") is entered into by and between First
Peoples Bank ("Employer") and Nancy E. Aumack ("Employee").
WHEREAS, in recognition of Employee’s prior
and continuing contribution to Employer, Employer wishes to protect
Employee’s position therewith in the manner provided in the
Agreement in the event of a Change in Control of either the
Employer or its holding company, FPB Bancorp, Inc. ("FPB").
NOW, THEREFORE, in consideration of
Employee’s position as the Employer’s Senior Vice
President and Chief Financial Officer and Employee’s
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 or FPB: (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 FPB; or
(ii) controls in any manner the election of the directors of
Employer or FPB. 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 or FPB whereby
the stockholders of Employer or FPB, 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.
SECTION 2 – TERM OF AGREEMENT
This Agreement shall remain in effect for two years commencing
on August 1, 2007, and terminating on July 31, 2009,
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
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 her employment.
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 years of Employee’s
"highest annual base salary." For purposes of this Agreement,
Employee’s "highest annual base salary" shall mean the
Employee’s highest base salary, plus Employee’s average
annual bonus 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 Employee’s
severance. Such Coverage shall cease upon the earlier of Employee
obtaining new employment and receiving Coverage through another
employer, which provid
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