Exhibit 10.20
DEFERRED COMPENSATION
AGREEMENT
THIS DEFERRED
COMPENSATION AGREEMENT (“Agreement”) has
been entered into on this 21 st day of December, 2008, by and
between Bank of Florida Corporation (“Company”) and
Tracy L. Keegan (“Executive”).
WHEREAS , the Company considers the undersigned
Executive to be important to meeting its short and long-term
objectives; and
WHEREAS , Executive desires to be eligible to receive
retirement benefits under the Company’s Deferred Compensation
Plan dated November 19, 2008 (the
“Plan”);
NOW, THEREFORE,
in consideration of the obligations
set forth herein and the Plan (which is incorporated and made part
of this Agreement by reference) and valuable consideration (the
receipt and sufficiency of which are acknowledged), the Company and
Executive covenant and agree to the following.
ARTICLE 1 –
DEFINITIONS
Section 1.1 Capitalized
Terms . The
capitalized terms used herein have the same meaning as defined in
the Plan, and such definitions are hereby adopted and made part of
this Agreement.
Section 1.2 Party
. For purposes of this
Agreement, “Party” or “Parties” are
references to the Company and Executive first named above, and
their successors or beneficiaries.
Section 1.3 Litigation
Costs . In the event
that any claim or controversy hereunder is the subject of any
litigation or mediation between the Parties, the prevailing Party
shall be entitled to an award of all reasonable costs, including
attorneys’ fees.
ARTICLE 2 – CONDITIONS FOR
LIFETIME BENEFIT
Section 2.1
General. The
payment of benefits to Executive is conditioned upon the continuous
employment of Executive with the Company until the Normal
Retirement Date, Early Retirement Date, or Executive’s
Disability, and upon the Executive’s compliance with the
terms of this Agreement. If the Executive develops a Disability,
and a cessation of such Disability shall subsequently occur, then
the payment of Annual Benefits hereunder shall be conditioned upon
the Executive’s return to the employ of the Company and
continuous employ thereafter until the Normal Retirement Date,
Early Retirement Date, or a subsequent Disability of the Executive,
and upon the Executive’s compliance with the terms of this
Agreement.
Section 2.2 Executive
Cooperation. Executive agrees to cooperate with the Company
in implementing this Agreement and agrees to answer any questions
submitted by the Company (or any person designated by the Company
for such purposes) regarding his (her) finances, health, background
or any matter related thereto, in a truthful and accurate manner.
In the event that any material misrepresentation is made by the
Executive in connection therewith, no benefit under this Agreement
shall be payable.
Page 1 of 4
ARTICLE 3 – LIFETIME
BENEFITS
Section 3.1 Retirement
Benefit . Executive
has been granted a retirement benefit of fifty percent
(50%) of his (her) annual base salary as defined under
Subsection 2.1.1 of the Plan.
ARTICLE 4 –
VESTING
Section 4.1 Vesting
. In conjunction with the
Initial Vesting Period provisions of the Plan, the remainder of
Executive’s retirement benefit will vest five percent
(5%) per year until it is fully vested as set forth in
Exhibit B attached hereto and incorporated by
reference.
Section 4.2 Acceleration
of Vesting. In the
event of a Change in Control, as defined under Section 1.1.3
of the Plan, Executive’s retirement benefit will become 100%
vested.
ARTICLE 5 – REMEDIES FOR
BREACH
Section 5.1
Arbitration. The
parties agree that any controversy or claim arising out of or
relating to this Agreement, or any breach thereof, including,
without limitation, any claim that this Agreement or any portion
thereof is invalid, illegal or otherwise voidable, shall be
submitted to binding arbitration before and in accordance with the
Rules of the American Arbitration Association. Judgment upon the
determination and/or award of such arbitrator may be entered in any
court having jurisdiction thereof; provided, however, that this
clause shall not be construed to permit the award of punitive
damages to either Party. The prevailing Party to said arbitration
shall be entitled to an award of reasonable attorneys’ fees.
The venue for arbitration shall be in Collier County,
Florida.
ARTICLE 6 –
MISCELLANEOUS
Section 6.1 Amendment of
Agreement. This
Agreement may not be modified or amended except in writing singed
by the Company and Executive.
Section 6.2
Notices. Any
notices under this Agreement shall be written and shall be deemed
delivered when actually received, or three (3) days after they
have been deposited with a certified national delivery carrier with
delivery confirmation. A copy of any notice of breach or
termination of this Agreement shall be delivered to the attention
of the Company’s Senior Executive Vice President/Chief
Administrative Officer (&ld
