Exhibit 10.3
CHANGE
IN
CONTROL AGREEMENT
THIS CHANGEIN CONTROLAGREEMENT(the “Agreement”)is made
as ofthe
6
th
day ofJuly 202
6by
andbetween U.S.Century Bank,withCorporate Officeslocatedat2301NW87
th
Ave.,Doral,FL33172
(hereinafter called the“Bank”) and Mr. Sergio Garrido (“Executive”).
WHEREAS,
asconsideration forExecutive's continuedemploymentwiththeBankas
Senior
Vice
President and Chief Credit Officer, the parties hereto,intending to belegally bound, agreeas follows:
1.
Payment UponChange inControl.In the eventof aChange inControl (as definedherein) during
the termof thisAgreement,the Bankagreesto payExecutivea cash paymentequal to onetimes
theBaseAnnualSalary ofExecutive receivedduring theone (1)year periodprior tothe Change
in Control, tobe paid withinthirty (30) daysof the consummationof the Changein Control.
The Bank’sprovision ofthis benefitto Executiveis madewithout regardto whether,or for
how long, Executive remainsemployed with the survivingcompany subsequent to theChange
in Control.
2.
Change inControl.“Change inControl” shall mean theoccurrence ofan event describedin (i),
(ii), (iii), or (iv) below:
(i)
Any personor group(within themeaning ofSections 13(d)and 14(d)of theSecurities
Exchange Actof1934, asamended (the“Exchange Act”),other thanUSCB Financial
Holdings, Inc.(the “Company”),an affiliateof theCompany ora trusteeor otherfiduciary
holdingsecuritiesunderanemployeebenefitplanoftheCompanyortheBankora
corporationowneddirectlyorindirectlybythestockholdersoftheCompanyin
substantially the same proportions as their ownership of stock of the Company,becomes
thebeneficialowner(withinthemeaningofRule13(d)(3)undertheExchangeAct,
directly or indirectly (whichshall include securities issuableupon conversion, exchange
or otherwise) or securitiesrepresenting 50% ormore of the combinedvoting power ofthe
Company’sortheBank’sthen-outstanding securitiesentitled generallytovoteforthe
election of directors.
(ii)
Consummation of an agreement to merge or consolidate withanother entity (other than a
majority-controlledsubsidiaryoftheCompany)unlesstheCompany'sstockholders
immediatelybeforethemergeror consolidationownmorethan50%of thecombined
voting power of the resulting entity's voting securities (giving effect to the conversion or
exchange ofsecurities issuedin themerger orconsolidation tothe otherentity thatare
convertible or exchangeablefor votingsecurities) entitledgenerally tovote forthe election
of directors.
(iii)
Consummationofanagreement(including,withoutlimitation,anagreementof
liquidation) to sell or otherwise dispose ofall or substantially all of the business or assets
of the Company or the Bank; or
(iv)
Individuals who, as of the date hereof, constitute the Board of Directors ofthe Company
(the “Incumbent Board”)cease for any reasonduring any 12 monthperiod to constituteat
least a majority of theBoard, provided that any personbecoming a director subsequentto
thedatehereofwhoseelectionornominationforelectionbythestockholdersofthe
Company isapproved bya voteof atleast amajority ofdirectors thenconstituting the
IncumbentBoardshallbe,forpurposesofthisAgreement, consideredasthoughsuch
person were a member of the Incumbent Board.
Notwithstandingthe foregoing, no event shall constitute a Change in Control unless such event
shall alsoconstitute achange incontrol as definedin Section409A ofthe InternalRevenue
Code of 1986, as amended.
3.
Severability.Should any provision of thisAgreement be declared or determined by any court
of competentjurisdiction tobeunenforceableorinvalidfor anyreason,the validityof the
remainingparts, term or provisionsof this Agreementshallnotbe affectedthereby andthe
invalid orunenforceablepart,termorprovisionshallbedeemednottobeapartofthis
Agreement.
4.
Applicable Law/Forum.This Agreement has been entered into and shall begoverned by and
construed under the internallaws of the State ofFlorida, without regard to conflictsof laws or
principles. All suits, proceedings and other actions relating to, arising out ofor in connection
with thisAgreementwill besubmitted solelytothe inpersonam jurisdictionoftheUnited States
District Court for the Southern District of Florida (“Federal Court”) or to the Circuit Court in
BrowardCountyorMiamiDade County.Executiveherebywaivesanyclaimsagainstor
objections to such inpersonam jurisdiction and venue.
5.
Notice.Allnoticesandothercommunicationshereundershallbe inwritingandshallbe
deemedto have beengiven only if andwhen personallydelivered or three (3) business days
after mailing, postageprepaid, registeredor certified mail,or when delivered(and receipted
for) by an express delivery service, addressed in each case as follows. As tonotices provided
to the Bank, notices shallbe sent to the HumanResourcesDepartmentatthe addressof the
Bank listedin theintroductory paragraph of this Agreement.AstonoticestoExecutive,notices
shall besent to
the
address provided belowin the signature block hereto. Executiveand the Bank
maychange the addressfor the giving of notices.
6.
Complete Agreement. This Agreement represents the completeagreement between Executive
and theBank regarding thesubject matter ofthis Agreement.All prior agreementsbetween
theBankandExecutivewithrespecttothespecificmattersagreedtohereinarehereby
superseded and shall haveno force or effect. ThisAgreement is in noway dependent uponthe
performanceof any other contractor agreementthat may havebeen ormay beenteredinto
between Executive and theBank and remains ineffect duringthe pendency ofthis Agreement.
As such,thebreachorallegedbreachofanyothercontractoragreementisnodefenseto
enforcement of this Agreement.
7.
AmendmentsinWriting.Noamendment,modification,waiver,orotherchangetothis
Agreement shallin anyeventbe effectiveunless the sameshallbe inwriting, specifically
identifying this Agreement and the provision intended to bechanged and signed by
the
Bank
and Executive, andeach such changeshall beeffective onlyin thespecificinstance andfor the
specificpurposefor whichitisgiven.NoprovisionofthisAgreementshallbevaried,
contradicted orexplained byany oralagreement, courseof dealingorperformanceoranyother
matter not setforth in anagreement in writing and signed by Executive and theBank.
8.
TermoftheAgreement.Subjecttothetermshereof,thetermofthisAgreementshall
commence on thedate hereof andterminate on December31, 2028 (the“Initial Term”). Prior
toDecember31,2026(the“ExtensionAnniversaryDate”)andeachannualanniversary
thereafteroftheExtensionAnniversaryDate,theBoardofDirectorsoftheBankorthe
CompensationCommitteethereofshallconsiderandreview(withappropriatecorporate
documentationthereof,andaftertakingintoaccountallrelevantfactors,including
Executive’s performancehereunder) a one-yearextension of theterm of thisAgreement. If
the Board ofDirectors or theCompensation Committee thereof approvesuch an extension,
then the termof this Agreementshall be soextended as ofthe Extension Anniversary Date
or any relevant annual anniversary ofsuch date unless Executive gives written noticeto the
Bank of Executive’s election not to extend the term, with such written notice to be givennot
lessthanthirty(30)dayspriortotheExtensionAnniversary Dateoranyrelevantannual
anniversary of such date. If the Board of Directors elects not to extend the term, it shall give
writtennoticeofsuchdecisiontoExecutivenotlessthanthirty(30)dayspriortothe
Extension AnniversaryDate orany annualanniversary ofsuch date.If anyparty givestimely
notice that the term will not be extendedas of the Extension AnniversaryDate or any annual
anniversary of such date, then this Agreementand the rights and obligations provided herein
shall terminate at the conclusion of its remaining term.References herein to the term of this
AgreementshallreferbothtotheInitialTermandsuccessivetermsasthetermofthis
Agreement is extended in accordance with the termshereof.
9.
Regulatory Actions
.
The following provisionsshall be applicableto the partieshereto or any
successor thereto, and shall be controlling in the event of a conflict with any other provision
of this Agreement, including without limitationSection 1 hereof:
(i)
If Executive issuspended from officeand/or temporarily prohibited fromparticipating
in theconduct ofthe Bank’saffairs pursuantto noticeserved underSection 8(e)(3) or
Section 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”)(12 U.S.C. §§1818(e)(3)
and 1818(g)(1)), the Bank’sobligations under this Agreement shall besuspended as of
the date ofservice, unlessstayed byappropriate proceedings.If the chargesin the notice
are dismissed, the Bank will:(i) pay Executive all or partof the compensation withheld
while its obligations under this Agreement weresuspended, and (ii) reinstate (in whole
or in part) any of its obligations which were suspended.
(ii)
If Executive is removedfrom office and/or permanentlyprohibited from participatingin
the conductof theBank’saffairs byan orderissued underSection 8(e)(4)or Section
8(g)(1) oftheFDIA(12 U.S.C.§§1818(e)(4) and(g)(1)), allobligations oftheBank
underthis Agreementshall terminateasoftheeffectivedateoftheorder,butvested
rights of Executive and the Bank as of the dateof termination shall not be affected.
(iii)
IftheBankisindefault,asdefinedinSection3(x)(1)oftheFDIA(12U.S.C.
§1813(x)(1)),allobligationsunderthisAgreementshallterminateasofthedateof
default, but vestedrights of Executiveand the Bankas of thedate of terminationshall
not be affected.
(iv)
Notwithstanding anyother provisionof thisAgreement tothe contrary,any payments
madetoExecutivepursuanttothisAgreement,orotherwise,aresubjecttoand
conditioned upontheir compliancewith Section18(k) of theFDIA (12U.S.C. §1828(k))
and 12 C.F.R. Part 359.
10.
NatureofObligations.Nothingcontainedhereinshallbedeemedtocreateotherthana
terminable at willemployment relationship betweenthe Bank andExecutive, and theBank may
terminateExecutive’semploymentatanytime,subjecttoprovidinganypaymentsspecified
herein in accordance with the termshereof.
11.
Acknowledgment. Executive acknowledges that Executive has read thisAgreement in full and
completely understands all of its terms and obligationsand enters into this Agreement freely
and voluntarily, andafter havingtheopportunity toconsult withrepresentativesof Executive's
own choosing and that Executive'sagreement is freely given.
IN WITNESS WHEREOF, the partieshereto have dulyexecuted this Agreementas of the datefirst
above mentioned.
U.S. Century Bank
Executive
By: /s/Jessica Goldberg
/s/Sergio Garrido
Title:
Senior Vice President/Director of
Print Name: Sergio Garrido
Human Resources
Address:[Redacted]
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