Exhibit 10.6
CHANGE
IN
CONTROL
AGREEMENT
THIS
CHANGE
IN
CONTROL
AGREEMENT
(“CIC
Agreement”)
is
made
by
and
between
U.S.
Century
Bank,
with
Corporate
Offices
located
at
2301
NW
87
th
33172 (hereinafter called the
“Bank” or the “Company”),
its subsidiaries, divisions and associated
and affiliated entities (“Affiliates”) and Benigno Pazos (“Executive”).
WHEREAS,
as
consideration
for
Executive’s
continued
employment
with
the
Bank
as
Chief Credit
Officer,
which is
incorporated by
reference in
this Agreement),
the parties hereto,
intending to be
legally bound,
agree as follows:
1.
Payment Upon Change in Control.
In the event of a Change in
Control (as defined
herein) for the remaining term of Executive’s employment with the Bank, the
Company agrees to
issue
payment
to
Executive
in
the
total
amount
of
1.5
times
the
Base
Annual
Salary
of
the
Executive applicable for the one
(1) year period prior to
the Change in Control, to
be paid within
thirty (30) days
of the consummation
of the Change
in Control.
Bank’s
provision of this
benefit
to Executive
is
made
without
regard to
whether,
or for
how long,
Executive remains
employed
with the surviving company subsequent to the Change in Control.
2.
Change
in
Control.
“Change
in
Control
shall
mean
the
occurrence
of
an
event
described in (i), (ii), (iii), or (iv) below:
(i) Any person or group (within the meaning of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than
the Bank, an affiliate of the Bank or a trustee or other fiduciary holding securities
under an employee benefit plan of the Bank or a corporation owned directly or
indirectly by the stockholders of Bank in substantially the same proportions as
their ownership of stock of the Bank, becomes the beneficial
owner (within the
meaning of Rule 13(d)(3) under the Exchange Act, directly or indirectly (which
shall include securities issuable upon conversion, exchange or otherwise) or
securities representing 50% or more of the combined voting power of the Bank’s
then-outstanding securities entitled to vote for the election of directors.
(ii)
Consummation
of
an
agreement
to
merge or
consolidate
with
another
entity
(other
than
a
majority-controlled
subsidiary
of the
Bank)
unless
the
Bank’s
stockholders immediately before the
merger or
consolidation own more
than 50%
of
the
combined
voting
power
of
the
resulting
entity’s
voting
securities
(giving
effect to
the conversion
or exchange
of securities
issued in
the merger
consolidation
to the
other entity
that are
convertible or
exchangeable for
voting securities)
entitled
generally to vote for the election of directors.
(iii) Consummation
of an
agreement (including,
without limitation,
an agreement
of liquidation) to sell or otherwise dispose of all or substantially all of the business
or assets of the Bank (or a subsidiary thereof); or
