USCB Financial 10K 2022 Annual report | USCB Filing

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT

AGREEMENT (this

"Agreement") is

made and

entered into

as of

September

28,

2020

(the

"Effective

Date"),

between

U.S.

Century

Bank,

Florida-chartered

commercial bank (the "Bank" or the "Employer"), and Jalal "Jay" Shehadeh (the "Executive").

WITNESSETH

WHEREAS, the Executive

is presently the

Senior Vice

President and General

Counsel of

the Bank;

WHEREAS,

the

Employer

desires

ensured

the

Executive's

continued

active

participation in the business of the Employer; and

WHEREAS,

the

Executive

willing

serve

the

Bank

the

terns

and

conditions

hereinafter set forth.

NOW THEREFORE,

in consideration

of the

mutual agreements

herein contained,

and upon

the other terns and

conditions hereinafter provided, the

Employer and the Executive

hereby agree

as follows:

1. Definitions. The following words and terms shall have

the meanings set forth below for

the purposes of this Agreement:

(a)

Base Salary. "Base Salary" shall have the meaning set forth in Section3(a) hereof.

(b)

Cause.

Termination

the

Executive's

employment

for

"Cause"

shall

mean

termination because

of (i)

willful misconduct

(including but

not limited

to misappropriation

of a

material

Bank

business

opportunity,

material

violation

confidentiality

non-competition

obligation,

abuse of

drugs

alcohol

that

results

the

Executive being

materially

adversely

affected in the

performance of his

duties), or fraud

by the Executive; (ii)

conviction of (including

plea

guilty

nolo

contendere

to)

felony

which

has

material

effect

the

Bank

the

Executive's

performance

hereunder;

and

(iii)

the

failure

comply

with

any

material

obligation

imposed upon

the Executive

pursuant to

this Agreement;

provided, however,

that if

such failure

under clause (i) or (iii)

above is susceptible of cure, "Cause"

shall be deemed to exist

only after the

failure

has

remained

uncured

for

thirty

(30)

days

following

receipt

the

Executive

written

notice from the Bank of

the failure. Notwithstanding the foregoing,

if the Executive disagrees with

the

good

faith

determination

the

Bank

that

there

cure

after

the

3()-day

cure

period,

the

Executive may

request that

such determination

be submitted

to binding

arbitration in

accordance

with Section

20 hereof

(with each

party responsible

for its

own fees

and costs).

If the

Executive

makes such

a request

for arbitration,

the termination

of the

Executive shall

not become

effective

unless and until

it is upheld

by a final

decision issued through

such arbitration process;

provided,

that the Bank

shall have the

right, in its

sole discretion, to

relieve the

Executive of all

or any portion

of his

duties during

such arbitration

period pending

the arbitration

decision so

long as

the Bank

continues to pay and provide to the Executive

on a timely basis the compensation

and benefits that

it would otherwise owe to the Executive during such period under this Agreement.

(c)

Change in Control

. "Change in

Control" shall mean

(except as provided

below) 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

1934,

amended

(the

"Exchange

Act")),

other

than

the

Bank,

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 the 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

otherwise)

securities

representing 50% or more of

the combined voting power

of the Bank's then outstanding

securities

entitled generally to vote for the election of directors;

(ii)

Consummation of an agreement to merge

or consolidate with another entity

(other

than

majority-controlled

subsidiary

the

Bank)

unless

the

Bank's

stockholders

immediately

before

the

merger

consolidation

own

than

50%

the

combined

voting

power of

the resulting

entity's voting

securities (giving

effect to

the conversion

or exchange

securities

issued

the

merger

consolidation

the

other

entity

that

are

convertible

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

(iv)

Individuals who,

as of

the date

hereof, constitute

the Board

of Directors

the

Bank

(the

"Incumbent

Board")

cease

for

any

reason

constitute

least

majority

the

Board, provided that

any person becoming

a director subsequent

to the date hereof

whose election

nomination

for

election

the

stockholders

approved

vote

least

majority

directors

then

constituting

the

Incumbent

Board

shall

be,

for

purposes

this

Agreement,

considered as though such person were a member of the Incumbent Board.

Notwithstanding the

foregoing, no

event shall

constitute a

Change in

Control unless

such

event shall also

constitute a change in

control as defined

in Section 409A of

the Code, as

such term

is hereinafter defined.

(d)

Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e)

Date

Termination.

"Date

Termination"

shall

mean

(i)

the

Executive's

employment is terminated for

Cause, the date on

which the Notice of

Termination is given, and (ii)

if the Executive's employment is terminated for any other

reason, the date specified in such Notice

of Termination.

(f)

Disability.

"Disability"

shall

mean

the

Executive

(i)

unable

engage

any

substantial gainful activity

by reason of

any medically determinable

physical or mental

impairment

which can be

expected to result

in death or

can be expected

to last for

a continuous period

of not

less

than

months,

(ii)

is,

reason

any

medically

determinable

physical

mental

impairment which

can be

expected to

result in

death or

can be

expected to

last for

a continuous

period of not

less than 12

months, receiving income

replacement benefits

for a period

of not less

than three months under an accident and health plan covering employees of the Employer.

(g)

Good

Reason.

Termination

the

Executive

the

Executive's

employment

for

"Good Reason" shall mean termination by the Executive based on:

(i)

any material

breach of

this Agreement

by the

Employer,

including without

limitation any of

the following: (A) a

material diminution in

the Executive's base compensation,

(B)

material

diminution

the

Executive's

authority,

duties

responsibilities,

(C)

any

requirement that

the Executive

report to

a corporate

officer or

employee of

the Bank

instead of

reporting directly to the President and Chief Executive Officer, other than from time to time with

respect to specified matters, or

(ii)

change

excess

twenty-five

(25)

miles

the

geographic

location

which the Executive must perform his services under this Agreement;

provided, however,

that prior

to any

termination of

employment for

Good Reason,

the Executive

must first provide written notice to the Bank

within ninety (90) days of the initial

existence of the

condition, describing the existence of

such condition, and the

Bank shall thereafter have

the right

to remedy the

condition within thirty

(30) days of

the date the

Bank received the

notice from the

Executive. If

the Bank

remedies the

condition within

such thirty

(30) day

cure period,

then no

Good

Reason shall

be deemed

to exist

with respect to

such condition.

If the Bank

does not

remedy the

condition

within

such

thirty

(30)

day

cure

period,

then

the

Executive

may

deliver

Notice

Termination

for Good Reason at

any time within sixty

(60) days following the

expiration of such

cure period.

(h)

Notice of

Termination.

Any purported

termination

of the

Executive's employment

by the Employer for any

reason, including without limitation

for Cause, Disability or Retirement,

the

Executive

for

any

reason,

including

without

limitation

for

Good

Reason,

shall

communicated

"Notice

Termination"

the

other

party

hereto.

For

purposes

this

Agreement, a

"Notice of

Termination"

shall mean

a dated

notice which

(i) indicates

the specific

termination provision

in this

Agreement relied

upon,

(ii) sets

forth in

reasonable detail

the facts

and circumstances claimed to provide

a basis for termination of

the Executive's employment under

the provision so indicated, (iii) specifies a Date of Termination,

which shall be not less than thirty

(30) nor more

than ninety (90)

days after such

Notice of Te

rmination is

given, except in

the case

of the termination of the Executive's

employment for Cause, which shall be effective

immediately,

and (iv) is given in the manner specified in Section 1 1 hereof.

(i)

Retirement.

"Retirement"

shall

mean

the

Executive's

voluntary

involuntary

termination of employment,

as applicable, upon

reaching at

least age 65,

but shall

not include an

involuntary termination for Cause.

rm of Employment.

(a)

The

Bank

hereby

employs

the

Executive

Senior

Vice

President

and

General

Counsel and the Executive

hereby accepts said

employment and agrees to

render such services to

the Employer

on the

terms

and conditions

set forth

in this

Agreement. The

term of

employment

under this Agreement shall be for three years

beginning on the Effective Date

(the "Initial Tern").

Not less than sixty (60) days prior to the second annual anniversary

of the Effective Date and each

annual anniversary thereafter,

the Board of Directors

of the Bank

shall consider and review

(with

appropriate

corporate

documentation

thereof,

and

after

taking

into

account

all

relevant

factors,

including

the

Executive's

performance

hereunder)

one-year

extension

the

tern

this

Agreement. If the Board of Directors approves such an extension, then the term of this Agreement

shall be

so extended

as of

the relevant

annual anniversary

of the

Effective Date

unless the

Executive

gives written notice to

the Employer of the

Executive's election not

to extend the

term, with such

written notice

to be given

not less than

sixty (60)

days prior

to any such

relevant annual

anniversary

of the

Effective Date.

If the

Board of

Directors elects

not to

extend the

tern, it

shall give

written

notice of such decision to the Executive as soon as the

decision is made but in no case no less than

sixty (60) days

prior to any such

annual anniversary of the

Effective Date. If any

party gives timely

notice that the

term will not

be extended as

of any annual

anniversary of the

Effective Date,

then

this Agreement and the rights and obligations

provided herein shall terminate at the conclusion

its remaining term, except to the extent set forth in Section 7. References herein to the term of this

Agreement shall refer both to the Initial Term and successive terms.

(b)

During

the

term

this

Agreement,

the

Executive

shall

perform

such

executive

services for the Bank as may be consistent with his titles and

from time to time assigned to him by

the Bank's Board of Directors and/or the President and Chief Executive Officer.

Compensation and Benefits.

(a)

The Employer

shall compensate

and pay

the Executive

for his

services during

the

term of this

Agreement at a

minimum base salary

of $200,000 per

year ("Base Salary"),

which may

be increased from time to

time in such amounts as

may be determined by the

President and Chief

Executive Officer or the Board

of Directors of the Employer

and may not be decreased

without the

Executive's express written consent.

(b)

The

Bank

shall

pay

Executive

retention

bonus

(the

"Retention

Bonus")

the

amount of $150,000

in the first

payroll period following

August l, 2022;

provided, however,

that

in the event

that Executive

resigns Executive's

employment with

the Bank

without Good

Reason

or is terminated

by the Bank

for Cause prior

to August l,

2022, Executive shall

forfeit the Retention

Bonus in full.

The Bank

shall deduct

from the

Retention Bonus all

amounts required

to be deducted

or withheld under applicable law.

(c)

In addition to

his Base Salary,

the Executive shall

be entitled to

receive during the

term

this

Agreement

such

bonus

payments

("Bonus")

may

determined

the

Board

Directors of the Employer.

(d)

During the term

of this Agreement,

the Executive shall

be entitled to

participate in

and

receive

the

benefits

any

pension

other

retirement

benefit

plan,

profit

sharing,

stock

incentive,

other

plans,

benefits

and

privileges

given

employees

and

executives

the

Employer,

the

extent

commensurate

with

his

then

duties

and

responsibilities,

fixed

the

Board of Directors

of the

Bank. Notwithstanding anything

to the contrary

herein, for purposes

medical and dental insurance benefits offered to or provided by the Bank to the Executive, he will

be treated

as if

he were

an Executive

Vice

President of

the Bank.

The Bank

shall not

make any

changes in such

plans, benefits or privileges

which would adversely affect the

Executive's rights or

benefits thereunder,

unless such

change occurs

pursuant to

a program

applicable to

all executive

officers

the

Employer

and

does

not

result

proportionately

greater

adverse

change

the

rights of or

benefits to

the Executive

as compared

with any other

executive officer of

the Employer.

Nothing paid to the Executive under any plan or arrangement presently in

effect or made available

in the future

shall be deemed

to be in

lieu of the

salary payable

to the Executive

pursuant to Section

3(a) hereof.

(e)

During the term of this Agreement, the Executive shall be entitled

to four (4) weeks

of paid annual vacation,

on a calendar basis, to

be taken at such

time or times agreed

upon by the

Executive and

the President

and Chief

Executive Officer. In

addition, the

Executive shall

be entitled

six

(6)

days

personal/sick

leave

per

calendar

year.

The

Executive

shall

not

entitled

receive any

additional compensation

from the

Employer for

failure to

take a

vacation or

use his

personal/sick leave, nor shall the Executive be able to accumulate unused vacation time or unused

personal/sick leave from one year to the next, except to the

extent authorized by the President and

Chief Executive Officer.

(f)

The

Board

Directors

will

grant

the

Executive

(pursuant

written

grant

agreement)

non-qualified

stock

options

purchase

one

hundred

and

fifty

thousand

(150,000)

shares of common

stock of the

Bank (the "Option

Grant"), with an

exercise price per

share equal

to the Fair

Market Value, as such term is defined in

the Bank's Amended and

Restated 2015 Equity

Incentive Plan (the "2015 Equity Incentive

Plan"), with such options to be designed

in a manner to

cause them to be exempt from Section 409A of the Internal Revenue Code under Section 1.409A-

1 (b)(5)(i)(A) of

the United States Department

of the Treasury Regulations. This

grant shall vest as

follows: options

covering 50,000

shares of

common stock

of the

Bank shall vest

on August

1, 2021;

options covering 50,000 shares of common stock of the Bank shall vest on August 1,

2022; and

options covering

50,000 shares

of common

stock of

the Bank

shall vest

on August

2023. Options may be exercised after

they become vested and prior to

the expiration of the term of

the options, provided such exercise does not constitute

an "ownership change" for the Bank within

the meaning

of Section

382 of

the Code.

In addition

to the

other vesting

dates/events set forth

such grant, such Option Grant shall provide

for accelerated vesting upon a Change in Control. The

other terms of the Option Grant award shall comply with the Bank's 2015 Equity Incentive Plan.

(g)

Executive

shall

receive

automobile

allowance

the

rate

$750

per

month

during

the

term

this

Agreement.

This

transportation

allowance

will

serve

cover

all

transportation

expenses

Executive

the

South

Florida

area

including,

but

not

limited

to,

transportation, gas and car maintenance.

Expenses. The Employer shall

reimburse the Executive or

otherwise provide for or

pay for all

reasonable expenses incurred

by the Executive

in furtherance of

or in connection

with

the

business

the

Employer,

including,

but

not

way

limitation,

travel

expenses,

and

all

reasonable entertainment expenses,

subject to such

reasonable documentation and

other limitations

as may be established by the Board of

Directors of the Bank. If such expenses

are paid in the first

instance

the

Executive,

the

Employer

shall

reimburse

the

Executive

therefor.

Such

reimbursement shall be paid promptly by the

Bank and in any event no

later than March 15

of the

year immediately following the year in which such expenses were incurred.

Termination.

(a)

The Employer shall have the right, at any time upon prior Notice of Termination, to

terminate

the

Executive's

employment

hereunder

for

any

reason,

including,

without

limitation,

termination for Cause, Disability or Retirement, and the Executive shall have the right, upon prior

Notice of Termination, to terminate his employment hereunder for any reason.

(b)

In the event

that (i) the

Executive's employment is

terminated by the

Employer for

Cause

(ii)

the

Executive

terminates

his

employment

hereunder

other

than

for

Disability,

Retirement, death or

Good Reason,

the Executive

shall have

no right

pursuant to

this Agreement

to compensation or other benefits for any period after the applicable Date of Termination.

(c)

In the event

that the Executive's

employment is terminated

as a result

of Disability

or Retirement,

the Executive

shall have

no right

pursuant to

this Agreement

to compensation

other benefits for any period after the applicable Date of Termination.

(d)

In the event

that the Executive's

employment is

terminated due to

death during

the

term

this

Agreement,

the

Executive

shall

have

right

pursuant

this

Agreement

for

compensation or

other benefits

for any

period after

the applicable

Date of

Termination

except to

pay to the

Executive's designated beneficiary

(or estate or

his personal representative,

as the case

may

be,

beneficiary

has

been

designated)

(i)

that

portion,

any,

the

Base

Salary

that

remains unpaid for the

period prior to the

date of his death,

(ii) the pro rata

portion of the Retention

Bonus earned as of the

Date of Termination to the extent not yet fully

vested and paid prior thereto

and (iii) a lump sum cash payment equal to

one-half (1/2) of the Executive's Base Salary,

plus the

continuation

medical

and

dental

benefits

for

his

then

spouse

and/or

dependents at

the

Bank's

expense for a

period of six

(6) months after

the date of

his death. Upon

the Executive's death,

shall vest in

any outstanding unvested

options granted under

the Option Award pursuant to Section

3(f) (and the terms of the awards granted under Section 3(f) shall so provide).

(e)

the

event

that

prior

Change

Control

the

Executive's

employment

terminated by

(i) the

Employer for

other than

Cause, Disability, Retirement or

the Executive's

death

during the

term of

this Agreement

or (ii)

the Executive

for Good

Reason during

the term

of this

Agreement, then

the Employer

shall, in

consideration of

the Executive's

agreements in

Section 7

below and subject

to the provisions

of Sections 5(g),

5(h), 6, 18

and 19 hereof,

if applicable, pay

to the Executive

a cash severance

amount equal

to the aggregate

of (A) 50%

of the

Executive's then

current annual Base Salary,

(B) the pro

rata portion of

the Retention Bonus

earned as of the

Date

of Termination to the extent not yet fully vested and paid prior thereto and (C)

the amount accrued

with respect to the Bonus for the year in which the termination occurs (the "Severance Payment").

The Severance Payment shall be

paid in two installments. The first

payment consisting of 50% of

the Severance Payment will be paid in

a lump sum thirty (30) days following

the later of the Date

of Termination

or the expiration of

the revocation period provided

for in the general release

to be

executed by

the Executive

pursuant to

Section 5(g)

below with

the remaining

50% of

the Severance

Payment to be paid in a

lump sum within ten (10) days

after the expiration of the Restricted

Period

set

forth

Section

hereof.

addition,

the

Executive

shall

receive

continued

medical

and

dental benefits as provided

by the Bank from

time to time for

its employees, at the

Bank's expense,

for

the

period

time

equal

the

shorter

one

(1)

year

the

maximum

period

COBRA

continuation

coverage

provided

under

Section

4980B(f)

the

Code

(with

such

coverage

treated

COBRA

coverage).

With

respect

the

Bank's

payment

Executive's

COBRA

expenses, the Bank will pay to

the Executive an additional amount

such that after payment by the

Executive of all applicable local,

state and federal income

and payroll taxes imposed

on him with

respect to

such additional

amount, the

Executive retains

an amount

equal to

all applicable

local,

state

and

federal

income

and

payroll

taxes

imposed

upon

him

with

respect

such

COBRA

payments. Such payment shall

be made on or

before March 15

following the close of

the calendar

year in

which the

COBRA payments

were made.

Except as

provided herein,

the Severance

Payment

shall be

in lieu

of, and

not in

addition to,

any Base Salary

or other

compensation or

benefits that

would

have

been

paid

under

Sections

3(a),

3(b),

3(c),

3(d)

and

3(e)

above

the

absence

termination of employment,

and the Executive shall

have no rights

pursuant to this

Agreement to

any Base Salary or other benefits for any period after the applicable Date of Termination.

(D In

the event

that concurrently

with or

within twelve

(12) months

subsequent to

a Change

Control

the

Executive's

employment

terminated

(i)

the

Employer

for

other

than

Cause,

Disability,

Retirement

the

Executive's

death

during

the

term

this

Agreement

(ii)

the

Executive

for

Good

Reason

during

the

term

this

Agreement,

then

the

Employer

shall,

consideration of

the Executive's

agreements in

Section

7 below

and subject

to the

provisions of

Sections 5(g),

5(h), 6,

18 and

19 hereof,

if applicable,

pay to

the Executive

a cash

severance amount

equal to the aggregate

of (A) one (1) times

the Executive's then current annual

Base Salary and (B)

the full amount

of the Retention

Bonus to the

extent the Retention

Bonus has not yet

fully vested

and

been

paid

prior

the

Date

Termination

(the

"Enhanced

Severance

Payment").

The

Enhanced Severance

Payment

shall be

paid in

two installments.

The first

payment consisting

50% of the Enhanced

Severance Payment will be

paid in a lump

sum thirty (30) days

following the

later

the

Date

Termination

the

expiration

the

revocation

period

provided

for

the

general release to be executed by the Executive pursuant to

Section 5(g) below with the remaining

50% of the Enhanced

Severance Payment to

be paid in

a lump sum

within ten (10)

days after the

expiration of the Restricted Period as set forth in Section 7 hereof. In addition, the Executive shall

receive continued

medical and

dental benefits

as provided

by the

Bank from

time to

time for

its

employees, at

the Bank's

expense, for

the period

of time

equal to

the shorter

of eighteen

(18) months

or the maximum period of COBRA continuation coverage provided

under Section 4980B(f) of the

Code (with such coverage to be treated as COBRA coverage). With respect to the Bank's payment

of Executive's

COBRA expenses,

the Bank

will pay

to the

Executive an

additional amount

such

that after

payment by

the Executive

of all

applicable local,

state and

federal income

and payroll

taxes

imposed

him

with

respect

such

additional

amount,

the

Executive

retains

amount

equal to

all applicable

local,

state and

federal

income and

payroll taxes

imposed

upon him

with

respect to such COBRA payments.

Such payment shall be made

on or before March 15

following

the

calendar

year

which

the

COBRA

payments

were

made.

Except

provided

herein, the Enhanced

Severance Payment shall

be in lieu of,

and not in addition

to, any Base

Salary

or other compensation

or benefits that

would have been

paid under Sections

3(a), 3(b), 3(c),

3(d)

and 3(e)

above in

the absence

of a

termination of

employment, and

the Executive

shall have

rights

pursuant

this

Agreement

any

Base

Salary

other

benefits

for

any

period

after

the

applicable Date of Termination.

(g)

The Executive's right to receive the severance benefits set forth

in Sections 5(e) and

5(f) above shall be conditioned upon the Executive's execution of a general release which releases

the Employer and their directors,

officers and employees

from any claims

that the Executive may

have under various laws and regulations and the expiration of any right

the Executive may have to

revoke such

general release,

with such

revocation right

not being

exercised. If

either the

time period

for paying the severance set forth in Sections 5(e) or 5(f), as applicable, or the time period that the

Executive has

to consider

the terns

of the

general release

(including any

revocation period

under

such release) commences

in one calendar year

and ends in

the succeeding calendar

year, then

the

severance payment set forth in

Sections 5(e) or 5(f), as

applicable, above shall not be

paid until the

succeeding calendar year.

(h)

If,

prior

the

Executive's

receipt

the

Severance

Payment

the

Enhanced

Severance Payment set forth

in Sections 5(e)

or 5(f), as applicable,

respectively,

above due to his

termination of employment (including termination for Good Reason) and at

such time the Bank is

deemed to be in 'troubled condition" as defined in 12 C.F.R. 5303.101 (c), it is determined that the

Executive (i) committed

any fraudulent act

or omission, breach

of trust or

fiduciary duty, or insider

abuse with regard to the Employer that has had or is likely to have a material adverse effect on the

Employer, (ii) is

substantially responsible for the

insolvency of, the

appointment of a conservator

or receiver

for,

or the

troubled condition,

as defined

by applicable

regulations of

the appropriate

federal banking

agency, of the Employer,

(iii) has

materially violated

any applicable

federal or

state

banking law

or regulation

that has

had or

is likely

to have

a material

adverse effect

on the

Employer,

or (iv) has

violated or conspired

to violate Sections

215, 656, 657,

1005, 1006, 1007,

1014, 1302

or 1344

of Title

18 of

the United

State code,

or Sections

1341 or

1343 of

Title

18 affecting

the

Bank, then the Severance

Payment or the Enhanced

Severance Payment, as applicable,

shall not be

provided to the

Executive. If it is

determined after the Executive

receives the Severance

Payment

or the Enhanced

Severance Payment, as

applicable, that any

of the matters

set forth in

clauses (i)

through (iv) of this Section 5(h) are applicable to the Executive, then

the Executive shall promptly

(and in

any event

within ten

(10) business

days following

written notice

to the

Executive) return

an amount equal to the Severance Payment

or the Enhanced Severance Payment, as applicable,

the Employer in immediately available funds.

Limitation

Benefits

under

Certain

Circumstances.

the

payment

pursuant

Section hereof, either alone or together with other payments and benefits which

the Executive has

the

right

receive

from

the

Employer,

would

constitute

"parachute

payment"

under

Section

280G of the Code, then the amount payable by the Employer pursuant to Section 5(d) hereof shall

be reduced by the minimum amount necessary

to result in no portion of the amount payable

by the

Employer under

Section 5(f)

being non-deductible

to the

Employer pursuant

to Section

280G of

the Code and subject to

the excise tax imposed under

Section 4999 of the Code.

The determination

of any reduction in the

amount payable pursuant to Section 5(d)

shall be based upon the opinion

independent

tax

counsel

selected

the

Employer

and

paid

for

the

Employer.

Such

counsel

shall promptly prepare

the foregoing opinion, but

in no event

later than ten (10)

days from the

Date

of Termination,

and may use such

actuaries as such counsel

deems necessary or advisable

for the

purpose. Nothing contained herein shall result in a reduction of any payments or benefits to which

the Executive

may be entitled

upon termination of

employment under any

circumstances other than

as specified in this Section 6, or a reduction in the payment specified in Section 5(f) below zero.

Restrictive Covenants

(a)

Trade Secrets.

The Executive

acknowledges that

he has

had, and

will have,

access

confidential

information

the

Bank

(including,

but

not

limited

to,

current

and

prospective

confidential

know-how,

customer

lists,

marketing

plans,

business

plans,

financial

and

pricing

information, and information regarding

acquisitions, mergers and/or joint

ventures) concerning the

business, customers,

contacts, prospects,

and assets

of the

Bank that

is unique,

valuable and

not

generally known outside the Bank, and that was

obtained from the Bank or which was

learned as a

result of

the

performance

of services

by the

Executive on

behalf of

the

Bank ("Trade

Secrets").

Trade Secrets

shall not include any

information that: (i) is

now, or

hereafter becomes, through no

act or failure

to act on

the part of

the Executive that constitutes

a breach of

this Section 7, generally

known or available

to the public;

(ii) is known

to the Executive

at the time

such information was

obtained

from

the

Bank;

(iii)

hereafter

furnished

without

restriction

disclosure

the

Executive by

third

party,

other

than

employee or

agent

the

Bank,

who

not

under

any

obligation of confidentiality to the Bank or an Affiliate; (iv) is disclosed with the written approval

the

Bank;

(v)

required

disclosed

provided

law,

court

order,

order

any

regulatory agency

having jurisdiction or

similar compulsion,

including pursuant

to or in

connection

with any

legal proceeding

involving the

parties hereto;

provided however, that

such disclosure

shall

limited

the

extent

required

compelled;

and

provided

further,

however,

that

the

Executive is

required to

disclose such

confidential information,

he shall

give the

Bank notice

such

disclosure

and

cooperate

seeking

suitable

protections.

Other

than

the

course

performing services

for

the

Bank, the

Executive

will

not, at

any time,

directly or

indirectly use,

divulge, furnish or

make accessible to

any person any

Trade Secrets, but instead

will keep all

Trade

Secrets strictly and

absolutely confidential. The Executive

will deliver promptly to

the Bank, at

the

termination of

his employment

or at

any other

time at

the request

of the

Employer, without retaining

any copies,

all documents

and other

materials in

his possession

relating, directly

or indirectly,

any Trade Secrets.

(b)

Non-Competition. If

the Executive's

employment is

terminated during

the term

this Agreement for Cause or

without Cause, before or after

a Change in Control, or

the Executive

terminates his employment

hereunder other than for

Disability during the

term of the Agreement,

then for a period of twelve (12)

months after termination of employment (the "Restricted Period"),

the Executive

will

not, directly

or indirectly,

(i) become

a director,

officer,

employee, principal,

agent, shareholder, consultant or independent contractor

of any insured depository institution,

trust

company or parent

holding company of

any such institution

or company or

other entity engaging

in the banking business which has an office in the State of Florida ("Competing Business"); (ii) as

agent

principal,

carrying

engaging

any

activities

negotiations

with

respect

the

acquisition

disposition

Competing

Business;

(iii)

extending

credit

for

the

purpose

establishing or operating a

Competing Business; (iv) lending

or allowing the Executive's

name or

reputation to

be used

in a

Competing Business;

and (v)

otherwise allowing

the Executive's

skill,

knowledge

experience

used

Competing

Business.

Notwithstanding

the

foregoing,

nothing

this

Agreement

shall

prevent

the

Executive

from

owning

for

passive

investment

purposes not

intended to

circumvent this

Agreement, less

than five

percent

(5%) of

the publicly

traded voting

securities of

any company

engaged in

the banking,

financial services

or other

business

similar to

or competitive

with the

Employer (so

long as

the Executive

has no

power to

manage,

operate,

advise,

consult

with

control

the

competing

enterprise

and

power,

alone

conjunction with

other affiliated

parties, to

select a

director,

manager,

general partner,

or similar

governing

official

the

competing

enterprise

other

than

connection

with

the

normal

and

customary

voting

powers

afforded

the

Executive

connection

with

any

permissible

equity

ownership).

(c)

Non-Solicitation

Employees.

During

the

Restricted

Period,

without

the

written

consent of

the Bank, the

Executive shall

not, directly or

indirectly, solicit, induce or

hire, or

attempt

to solicit,

induce or

hire, any

current employee

of the

Employer,

or any

individual who

becomes

an employee

during the

Restricted Period,

to leave

his or

her employment

with the

Employer or

join

become

affiliated

with

any

other

business

entity,

any

way

interfere

with

the

employment relationship between any employee and the Employer.

(d)

Non-Solicitation

Customers.

During

the

Restricted

Period,

without

the

written

consent of the Bank, the

Executive shall not, directly

or indirectly,

solicit or induce, or

attempt to

solicit

induce,

any

customer,

any

person

being

then

solicited

the

Bank

customer,

lender,

supplier,

licensee,

licensor

other

business

relation

the

Employer

terminate

its

relationship or

contract with

the Employer,

to cease

doing business

with the Employer,

or in

any

way

interfere

with

the

relationship

between

any

such

customer,

lender,

supplier,

licensee

business relation

and the

Employer

(including making

any negative

or derogatory

statements

communications concerning the Employer or its directors, officers or employees).

(e)

Intellectual

Property.

Executive

will

disclose

Employer

all

work,

products

including ideas,

inventions, literary

property,

music, lyrics,

scripts, themes,

slogans, titles,

copy,

art and

any other

relevant material

which could

reasonably be

used by

Employer or

any of

its clients

(herein collectively

called "Intellectual

Property") which

he may

create any

time during

the term

of employment, whether created

during or after working

hours. Employer and Executive

agree that

all

Intellectual

Property

shall

deemed

"works

made

for

hire"

and

the

sole

property

Employer.

Executive

agrees

execute

and

deliver

all

documents

which

Employer

may

deem

necessary or advisable

in order to confirm

such ownership or to

in the

name of Employer or any of its clients in the United States and all foreign countries.

(f)

Non-Disparagement.

The

Executive

agrees

that

shall

not

make,

cause

made, any disparaging or critical

remarks, comments or statements about

or against the Bank or

its

subsidiaries or affiliates

or any director,

officer,

employee or customer of

any such entities at any

time in

the future,

except

for any

statements by

him

made pursuant

to lawful

subpoena or

legal

process. Executive acknowledges that the Employer's reputation and image in the market is

one of

its principal assets and that Employer has expended substantial time, effort and money in building

this reputation and image and that, accordingly,

any action or comment by the Executive which

damaging to

or in

any way

diminishes such

image or

reputation will

cause Employer

irreparable

injury.

(g)

Irreparable Harm. The Executive acknowledges that: (i) the Executive's

compliance

with Section 7 of this Agreement is necessary to preserve and protect the proprietary rights, Trade

Secrets, and the goodwill of

the Employer as a going concern,

and (ii) any failure by

the Executive

to comply with the

provisions of this Agreement

will result in irreparable

and continuing injury for

which there will be

no adequate remedy at

law. In the event that the Executive

fails to comply with

the terms and conditions

of this Agreement, the

obligations of the

Employer to pay the

severance

benefits set

forth in

Section 5

shall cease,

and the

Employer will

be entitled,

in addition

to other

relief that may be proper, to all types of equitable relief (including, but not limited to, the issuance

of an

injunction and/or

temporary restraining

order and

the recoupment

of any

severance previously

paid) that

may be

necessary to

cause the

Executive to

comply with

this Agreement,

to restore

the Employer their property, and to make the Employer whole.

(h)

Survival

. The provisions set

forth in this Section 7

shall survive the termination of

this Agreement.

(i)

Scope Limitations. If the scope, period

of time or area of restriction specified in this

Section 7

are or

would be

judged to

be unreasonable

in any

court proceeding,

then the

period of

time, scope

or area

of restriction

will be

reduced or

limited in

the manner

and to

the extent

necessary

to make the restriction

reasonable, so that the

restriction may be enforced

in those areas, during the

period of time and in the scope that are or would be judged to be reasonable.

Mitigation; Exclusivity of Benefits.

(a)

The Executive

shall not be

required to

mitigate the amount

of any

benefits hereunder

by seeking other

employment or otherwise,

nor shall the

amount of any

such benefits be

reduced

by any compensation earned

by the Executive as

a result of employment by

another employer after

the Date of Termination or otherwise.

(b)

The specific

arrangements referred

to herein

are not

intended to

exclude any

other

benefits

which

may

available

the

Executive

upon

termination

employment

with

the

Employer pursuant to employee benefit plans of the Employer or otherwise.

Withholding.

All payments

required to

be made

by the

Employer hereunder

to the

Executive

shall

subject

the

withholding

such

amounts,

any,

relating

tax

and

other

payroll deductions as the Employer may reasonably determine should be withheld pursuant to any

applicable law or regulation.

10.

Assignability.

The Bank

may assign

this Agreement

and its

rights and

obligations

hereunder in whole, but not in part, to any corporation, bank or other entity with

or into which the

Bank may hereafter merge or consolidate or to which the Bank may transfer all or

substantially all

of its assets, if in

any such case said corporation,

bank or other entity shall

by operation of law or

expressly in

writing assume

all obligations

the

Employer hereunder

fully

as if

had been

originally made

party

hereto, but

may

not

otherwise

assign this

Agreement

or their

rights and

obligations hereunder.

The Executive

may not

assign or

transfer this

Agreement or

any rights

obligations hereunder.

11.

Notice. For

the purposes

of this

Agreement, notices

and all

other communications

provided for

in this

Agreement shall

be in

writing and

shall be

deemed to

have been

duly given

when delivered or mailed by certified or registered mail, return receipt requested,

postage prepaid,

addressed to the respective addresses set forth below:

To the Bank:

President and Chief Executive Officer

U.S. Century Bank

2301 N.W.

Avenue Doral,

Florida 33172

To the Executive:

Jalal "Jay" Shehadeh

the

address

last

appearing

the

personnel records of the Employer

12.

Amendment; Waiver.

No provisions of this Agreement may be modified, waived or

discharged

unless

such

waiver,

modification

discharge

agreed

writing

signed

the

Executive and such officer or officers as may be specifically designated by the Board of Directors

of the Employer

to sign on

their behalf. No

waiver by any

party hereto at

any time of

any breach

by any other party hereto

of, or compliance with, any

condition or provision of this

Agreement to

be performed by

such other party

shall be deemed

a waiver of

similar or

dissimilar provisions

conditions at the same or at any prior or subsequent time.

13.

Governing Law.

The validity,

interpretation, construction

and performance

of this

Agreement shall be governed

by the laws

of the United States

where applicable and otherwise

the substantive laws of the State of Florida.

14.

Nature of

Obligations. Nothing

contained herein

shall create

or require

the Employer

to create a

trust of any

kind to fund any

benefits which may be

payable hereunder, and to the

extent

that the

Executive acquires

a right

to receive

benefits from

the Employer

hereunder, such right

shall

be no greater than the right of any unsecured general creditor of the Employer.

15.

Headings.

The

section

headings

contained

this

Agreement

are

for

reference

purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.

Validity.

The invalidity or unenforceability

of any provision of

this Agreement shall

not

affect

the

validity

enforceability

any

other

provisions

this

Agreement,

which

shall

remain in full force and effect.

17.

Counterparts. This

Agreement may

be executed

in one

or more

counterparts, each

of which

shall be

deemed to

be an

original but

all of

which together

will

constitute one

and the

same instrument.

18.

Regulatory

Actions.

The

following

provisions

shall

applicable

the

parties

hereto or

any successor

thereto, and

shall be

controlling in

the event

of a

conflict with

any other

provision of this Agreement, including without limitation Section 5 hereof.

the

Executive

suspended

from

office

and/or

temporarily

prohibited

from

participating in the conduct of the Bank's

affairs pursuant to notice served under Section 8(e)(3)

Section

the

Federal Deposit

Insurance Act

U.S.C.

and

1818(g)(1)),

the Bank's

obligations under

this Agreement

shall be

suspended as

of the

date of

service, unless

stayed by appropriate proceedings. If

the charges in the notice are

dismissed, the Bank will: (i)

pay

the Executive all or part of

the compensation withheld while its

obligations under this Agreement

were suspended,

and (ii)

reinstate (in

whole or

in part)

any of

its obligations

which were

suspended.

(b)

the

Executive

removed

from

office

and/or

permanently

prohibited

from

participating in

the conduct

of the

Bank's affairs by

an order

issued under

Section 8(e)(4)

or Section

8(g)(1)

the

FDIA

(12

U.S.C.

1818(e)(4)

and

(g)(l)),

all

obligations

the

Bank

under

this

Agreement shall terminate

as of the

effective date

of the order,

but vested rights

of the Executive

and the Bank as of the date of termination shall not be affected.

If the Bank is

in default, as

defined in Section

3(x)(1) of the

FDIA (12 U.S.C.

all obligations

under this Agreement

shall terminate as

of the date

of default,

but vested rights

the Executive and the Bank as of the date of termination shall not be affected.

19. Regulatory Prohibition.

Notwithstanding any other

provision of this

Agreement to the

contrary, any payments made

to the

Executive pursuant

to this

Agreement, or

otherwise, are

subject

to and

conditioned upon

their compliance

with Section

18(k) of

the FDIA

(12 U.S.C.

S1828(k))

and 12 C.F.R. Part 359.

20, Arbitration. Any

controversy or claim

arising out ofor relating

to this Agreement,

or the

breach thereof, shall be settled by arbitration

before a single arbitrator in accordance with

the rules

then

existing

under

the

Employment

Dispute

Resolution

Rules

the

American

Arbitration

Association ("AAA") conducted

at the district

office of the

AAA located nearest

to the home

office

of the

Bank, and

judgment upon

the award

rendered may

be entered

in any court

having jurisdiction

thereof, except to the extent

that the parties may

otherwise reach a mutual settlement

of such issue.

Each party to the arbitration shall bear its own expenses.

21.

Entire

Agreement.

This

Agreement

embodies

the

entire

agreement

between

the

Employer

and

the

Executive

with

respect

the

matters

agreed

herein.

All

prior

agreements

between the

Employer and

the Executive

with respect

to the

matters agreed

to herein

are hereby

superseded and shall have no force or effect.

Signature page follows.]

IN WITNESS

WHEREOF,

this Agreement

has been

executed as

of the

date first

written

above.

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade Good

USCB Financial (USCB) 10-K2022 FY Annual report

Content analysis