Exhibit 10.6

CHANGE IN CONTROL AGREEMENT

THIS CHANGE INCONTROL AGREEMENT ("CICAgreement") is madeby and between

U.S.Century Bank, with Corporate Offices located at 2301 NW 87th Ave.,Doral, FL 33172

(hereinafter called the "Bank" or the "Company"), its subsidiaries, divisions and associated and

affiliatedentities ("Affiliates") and William Turner("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 paymentto Executivein the totalamountof 1 timesthe Base AnnualSalary

of the Executive applicable for the one (I) 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 beneficialowner (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-outstandingsecurities entitled

to vote for the election of directors.

(ii) Consummationof an agreementto merge or consolidatewith anotherentity

(otherthanamajority-controlledsubsidiaryof theBank)unlesstheBank's

stockholders immediately before the merger or consolidation own more than 50% of

the combinedvoting power of the resultingentity'svoting 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

 

 

 

 

 

(iv) Individuals who, as of the date hereof, constitute the Board of Directors of the

Bank (the "Incumbent Board") cease for any reason to constitute at least a majority of

the Board, provided that any person becoming a director subsequent to the date hereof

whose election or nomination for election by the stockholders is approved by a vote

of at least a majority of directors then constituting the Incumbent Board shall be, for

purposes of 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.

3.

Severability.Should any provision of this Agreement be declared or determined

by any court of competent jurisdiction to be unenforceable or invalid for any reason,the validity

of the remaining parts, terms or provisions of this Agreement shall not be affected thereby,and

the invalid or unenforceable part, term or provision shall be deemed not to be a part of this

Agreement.

4.

Applicable Law/Forum.This Agreement has been entered into in and shall be

governed by and construed under the internal laws of the State of Florida, without regard to

conflicts of laws principals. All suits, proceedings and other actions relating to, arising out of or

in connection with this Agreement will be submitted solely to the in personam jurisdiction of the

United States District Court for the Southern District of Florida ("Federal Court") or to the

Circuit Court in Broward County or Miami-Dade County. Executive hereby waives any claims

against or objections to such in personam jurisdiction and venue.

5.

Notice.All notices and other communications hereunder shall be in writing and

shall be deem ed to have been given only if and when personally delivered or three (3) business

days after mailing, postage prepaid, registered or certified mail, or when delivered (and receipted

for) by an express delivery service, addressed in each case. As to notices provided to Bank,

notices shall be sent to the Human Resources Department at the address of the Bank listed in the

introductory paragraph of this Agreement.As to notices to Executives, notices shall be sent to

address provided below. Executive and Bank may change the address for the giving of notices.

6.

Complete Agreement.This Agreement represents the complete agreement

between Executive and Bank regarding the subject matter of this Agreement.This Agreement is

in no way dependent upon the performance of any other contract or agreement that may have

been or may be entered into between Executive and Bank and remains in effect during the

pendency of this Agreement.As such, the breach or alleged breach of any other contract or

agreement is no defense to enforcement of this Agreement.

7.

Amendments in Writing.No amendment, modification, waiver, or other change

to this Agreement, shall in any event be effective unless the same shall be in writing, specifically

identifying this Agreement and the provision intended to be changed and signed by Bank and

Executive, and each such change shall be effective only in the specific instance and for the

specific purpose for which it is given.No provision of this Agreement shall be varied,

 

 

 

 

 

 

 

 

 

contradicted or explained by any

oral agreement, course of dealing or performance or any other

matter not set forth in an agreement in writing and signed by Bank and Executive.

8.

Acknowledgment.ExecutiveacknowledgesthatExecutivehasread

this Agreement in full and completely understands all of its terms and obligations and enters into

this Agreementfreely and voluntarily, and after having the opportunityto consult with

representatives of Executive's own choosing and that Executive's agreement is freely given.

IN WITNESS WHEREOF,the parties heretohave dulyexecutedthis Agreementon

the date first above mentioned.

U.S. CENTURY BANK

EMPLOYEE

By:

/s/ Luis de la Aguilera

/s/ William Turner

Title:

President and CEO

Print:

William Turner

Date:

5/2/2024

Date:

5/2/2024

Address: