EMPLOYMENT AGREEMENT

WHEREAS, the Holding Company and the Bank (collectively the “Company”) desire to retain the services of and employ the Executive, and the Executive desires to provide services to the Company, pursuant to the terms and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein contained, the Company and the Executive covenant and agree as follows:

1.                     Employment .  Pursuant to the terms and conditions of this Agreement, the Company agrees to employ the Executive and the Executive agrees to render services to the Company as set forth herein, all effective as of the date set forth above.  Notwithstanding any other provision in this Agreement, the employment of the Executive in accordance with the terms of this Agreement shall be subject to the prior approval, as and to the extent required by law, of the applicable federal banking agencies having jurisdiction over the Holding Company and the Bank.  This Agreement supercedes any prior employment agreement entered into between the Company and the Executive prior to the date hereof, and any such prior employment agreement is hereby terminated.

2.                     Position and Duties; Records .  During the term of this Agreement, the Executive shall serve as Chief Executive Officer of the Holding Company and Chairman of the Board of the Bank, and shall undertake such duties, consistent with such titles, as may be assigned to him from time to time by the Boards  of Directors of the Holding Company and the Bank (collectively referred to as the “Board”), including management of all Company personnel, serving on Board committees as appointed from time to time by the Board, keeping the Board informed of industry and regulatory developments regarding the Company, coordinating with Company personnel and third parties to the extent necessary to further the profitability and business of the Company, and assisting in keeping the Company in compliance with applicable laws and regulations.  During the term of this Agreement, the Executive also shall serve as a director of the Bank, and will be nominated to the board of TIB Financial Corp.  Subject to Sections 11, 12, 13 and 14 of this Agreement, the Executive shall have the right to manage and pursue personal and family interests, and make investments in securities, real estate, and other assets, and also to participate in charitable and community activities and organizations, so long as such activities do not adversely affect the performance by Executive of his duties and obligations to the Company.  All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations, recordings or correspondence, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Company, its affiliates and their respective directors and officers, whether of a public nature or not, and whether prepared by Executive or not, are and shall remain the exclusive property of the Company, and shall not be removed from their premises, except as required in the course of providing the services pursuant to this Agreement, without the prior written consent of the Company.  Such items shall be promptly returned by the Executive on the termination of this Agreement or at any earlier time upon the request of the Company.

3.                     Term .  The term of employment pursuant to this Agreement shall be for a period of two years, commencing with the date set forth in Section 1 and expiring (unless sooner terminated as otherwise provided in this Agreement or unless otherwise renewed or extended as set forth herein) on the second anniversary of this Agreement, which date, including any earlier date of termination or any extended expiration date, shall be referred to as the “Expiration Date”.  Subject to the provisions of Section 8 of this Agreement, the term of this Agreement and the employment of the Executive by the Company hereunder shall be deemed automatically renewed for successive periods of one year commencing on the second anniversary date of this Agreement, unless either party gives the other written notice, at least 180 days prior to the end of the then term of the Agreement.  After termination of the employment of the Executive for any reason whatsoever, the Executive shall continue to be subject to the provisions of Sections 10 through 19, inclusive, of this Agreement; provided, however , that the Executive shall not be subject to the provisions of Section 13 where the employment of the Executive is terminated following the closing of a Change of Control, or where the term of employment is not renewed pursuant to this Section 3. 

4.                     Compensation .  During the term of this Agreement, the Company shall pay or provide to the Executive as compensation for the services of the Executive set forth in Section 2 hereof:

                        (a)        A base annual salary of $250,000 during the first year of this Agreement, such base annual salary to be subject to increase thereafter as the Board in its discretion shall determine.  The foregoing base salary shall be payable in such periodic installments consistent with other employees of the Bank.

                        (b)        Such incentive bonuses as may be awarded by the Board from time to time.  The incentive bonus shall be prorated as determined by the Board for a partial year that occurs within the calendar year.

5.                     Benefits and Insurance .  The Bank shall provide to the Executive such medical, health, and life insurance as well as any other benefits as the Board shall determine from time to time.  At a minimum, the Executive shall be entitled to (i) participate in all employee benefit plans offered to the Bank’s employees generally, and (ii) life insurance coverage (payable to such beneficiary as the Executive may designate from time to time).  The Executive also shall be entitled to participate in any group disability plan maintained by the Bank, with the Bank paying to the Executive his base annual salary during any waiting period imposed by such plan for the receipt of disability benefits thereunder. 

6.                     Vacation .  The Executive may take up to four weeks of vacation time at such periods during each year as the Board and the Executive shall determine from time to time.  The Executive shall be entitled to full compensation during such vacation periods.

7.                     Reimbursement of Expenses .  The Bank shall reimburse the Executive for reasonable expenses incurred in connection with his employment hereunder subject to guidelines issued from time to time by the Board and upon submission of documentation in conformity with applicable requirements of federal income tax laws and regulations supporting reimbursement of such expenses. 

8.                     Termination .  The employment of the Executive may be terminated as follows:

           (a)           By the Company, by action taken by its Board, at any time and immediately upon written notice to the Executive if said termination is for Cause.  In the notice of termination furnished to the Executive under this Section 8(a), the reason or reasons for said termination shall be given and, if no reason or reasons are given for said termination, said termination shall be deemed to be without Cause and therefore termination pursuant to Section 8(e).  Any one or more of the following conditions shall be deemed to be grounds for termination of the employment of the Executive for Cause under this Section 8(a):

                                      (i)        If the Executive shall fail or refuse to comply with the obligations required of him as set forth in this Agreement or comply with the policies of the Company established by the Board from time to time; provided, however , that for the first such failure or refusal, the Executive shall be given written warning (providing at least a 10 day period for an opportunity to cure), and the second failure or refusal shall be grounds for termination for Cause;

                                          (ii)        If the Executive shall have engaged in conduct involving fraud, deceit, personal dishonesty, or breach of fiduciary duty;

                                          (iii)       If the Executive shall have violated any banking law or regulation, memorandum of understanding, cease and desist order, or other agreement with any banking agency having jurisdiction over the Company which, in the judgment of the Board, has adversely affected, or may adversely affect, the business or reputation of the Company as determined by the Board;

                                          (iv)       If the Executive shall have become subject to continuing intemperance in the use of alcohol or drugs which has adversely affected, or may adversely affect, the business or reputation of the Company as determined by the Board;

                                          (v)        If the Executive shall have filed, or had filed against him, any petition under the federal bankruptcy laws or any state insolvency laws;

                                          (vi)       If any banking authority having supervisory jurisdiction over the Holding Company or the Bank initiates any proceedings for removal of the Executive;

                                          (vii)      If the Executive shall have failed to substantially perform the duties required of the Executive, or if the Executive shall have engaged in business or professional conduct that the Board determines is detrimental to the Company; or

                                          (viii)      If the Executive shall have failed to achieve performance standards or objectives mutually agreed upon from time to time by the Executive and the Company.

                                                In the event of termination for Cause, the Company shall pay the Executive only salary and vacation amounts accrued and unpaid as of the effective date of termination.

           (b)        By the Executive upon the lapse of 30 days following written notice by the Executive to the Company of termination of his employment hereunder for Good Reason (as defined below), which notice shall reasonably describe the Good Reason for which the Executive’s employment is being terminated; provided, however , that if the Good Reason specified in such notice is such that there is a reasonable prospect that it can be cured with diligent effort within 30 days, the Company shall have the opportunity to cure such Good Reason, for a period not to exceed 30 days from the date of such notice, and the Executive’s employment shall continue in effect during such time so long as the Company makes diligent efforts during such time to cure such Good Reason.  If such Good Reason shall be cured by the Company during such time, the Executive’s employment and the obligations of the Company hereunder shall not terminate as a result of the notice which has been given with respect to such Good Reason.  Cure of any Good Reason with or without notice from the Executive shall not relieve the Company from any obligations to the Executive under this Agreement or otherwise and shall not affect the Executive’s rights upon the reoccurrence of the same, or the occurrence of any other, Good Reason.  For purposes of this Agreement, the term “Good Reason” shall mean (i) any material breach by the Company of any provision of this Agreement, or (ii) any significant reduction (not pertaining to job performance issues), in the duties, responsibilities, authority or title of the Executive as an officer of the Company.

                        If the Executive’s employment is terminated by the Executive for Good Reason, the Company shall (i) for a period of one year thereafter, continue to pay to the Executive the base annual salary in effect under Section 4(a) on the date of said termination (or, if greater, the highest annual salary in effect for the Executive within the 36 month period prior to said termination) plus an annual amount equal to any bonus paid by the Company to the Executive during the 12 month period prior to said termination, such salary and bonus to be payable in such periodic installments (and not as a lump sum payment) consistent with the payroll periods for the Company’s payments to its other employees; and (ii) for a period of 12 months, pay directly or reimburse the Executive for continued coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act under the Bank’s medical insurance plan.

                        (c