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Table
 
of Contents
1
 
USCB Financial Holdings, Inc.
 
Q1 2025 Form 10-Q
Exhibit 10.1
CHANGE
IN
CONTROL AGREEMENT
THIS
 
CHANGE
 
IN
 
CONTROL
 
AGREEMENT
 
(the "Agreement")
 
is
 
made
as
 
of the
25
th]
day
 
of
 
Marc
h
 
2025
by and between U.S.
 
Century Bank, with Corporate Offices
 
located at
 
2301 NW
 
87
th
 
Ave.,
 
Doral, FL 33172
(hereinafter called the
 
"Bank")
 
and Ms. Maricarmen Logrono ("Executive").
WHEREAS,
as consideration for
 
Executive's continued
 
employment with
 
the Bank as
 
Executive Vice
President/Chief Risk Officer,
 
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) during
the term
 
of this
 
Agreement,
 
the Bank
 
agrees
 
to pay
 
Executive
 
a cash payment
 
equal to one
 
times
the
 
Base
 
Annual
 
Salary of
 
Executive received
 
during 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.
The
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
 
USCB Financial
Holdings, Inc. (the
 
"Company"),
 
an affiliate
 
of the Company
 
or a
 
trustee or
 
other fiduciary
holding
 
securities
 
under
 
an
 
employee
 
benefit
 
plan
 
of
 
the
Company
 
or
 
the
Bank
 
or
 
a
corporation
 
owned
 
directly
 
or
 
indirectly
 
by
 
the
 
stockholders
 
of
 
the
Company
in
substantially the same proportions as their ownership of stock of the Company,
 
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
Company’s or 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 a
majority-controlled
 
subsidiary
 
of
 
the
 
Company)
 
unless
 
the
 
Company'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 or
 
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 Company or the Bank; or
(iv)
Individuals who, as of the date hereof, constitute the Board of Directors of
 
the Company
(the
 
"Incumbent
Board")
 
cease
 
for
 
any
 
reason
 
during
 
any
 
12
 
month
 
period 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
of the Company
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
 
Internal
 
Revenue
 
Code
of 1986, as amended.
 
 
 
 
 
 
 
 
Table
 
of Contents
2
 
USCB Financial Holdings, Inc.
 
Q1 2025 Form 10-Q
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, term 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 and
 
shall be governed by and
construed under the internal
 
laws of the State of
 
Florida, without regard to conflicts
 
of laws or
principles. 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
 
Miami­Dade 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
deemed
 
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 follows. As to
 
notices provided
to the 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
 
Executive,
 
notices
shall be
 
sent to
the
address provided
 
below in the
 
signature block hereto.
 
Executive and
 
Bank may
change the address
 
for the giving of notices.
6.
Complete Agreement. This Agreement represents the complete
 
agreement between Executive
and the
 
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.
All prior agreements, if
 
any, between the Bank and
Executive with respect
 
to the matters
 
agreed to herein
 
are hereby superseded
 
and shall have
 
no
force or effect.
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 Executive and the
 
Bank.
8.
Term of the
 
Agreement.
Subject to
 
the terms
 
hereof, the
 
term of
 
this Agreement
 
shall commence
on the date
 
hereof and terminate
 
on December 31,
 
2027 (the
"Initial
Term
").
 
Prior to December
31, 2025
 
(the “Extension Anniversary Date”)
 
and each annual
 
anniversary thereafter of the
Extension
 
Anniversary
 
Date,
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Bank
 
or
 
the
 
Compensation
Committee
 
thereof
 
shall
 
consider
 
and
 
review
 
(with
 
appropriate
 
corporate
 
documentation
thereof, and after taking into account all
 
relevant factors, including Executive’s performance
hereunder) a one-year extension of
 
the term of this
 
Agreement. If the Board
 
of Directors or
the
 
Compensation
 
Committee
 
thereof
 
approve
 
such
 
an
 
extension,
 
then
 
the
 
term
 
of
 
this
Agreement shall be so extended
 
as of the Extension
 
Anniversary Date or any
 
relevant annual
anniversary
 
of
 
such
 
date
 
unless
 
the
 
Executive
 
gives
 
written
 
notice
 
to
 
the
 
Bank
 
of
 
the
Executive’s election not to extend the
 
term, with such written
 
notice to be given
 
not less than
thirty (30) days prior
 
to the Extension Anniversary Date
 
or any relevant annual
 
anniversary
of such
 
date. If
 
the Board
 
of Directors
 
elects not
 
to extend
 
the term,
 
it shall
 
give written
 
notice
of
 
such
 
decision
 
to
 
the
 
Executive
 
not
 
less
 
than
 
thirty
 
(30)
 
days
 
prior
 
to
 
the
 
Extension
Anniversary Date or
 
any annual
 
anniversary of such
 
date.
 
If any
 
party gives
 
timely notice
that
 
the
 
term
 
will
 
not
 
be
 
extended
 
as
 
of
 
the
 
Extension
 
Anniversary
 
Date
 
or
 
any
 
annual
 
 
 
 
 
 
 
 
 
 
Table
 
of Contents
3
 
USCB Financial Holdings, Inc.
 
Q1 2025 Form 10-Q
anniversary of such date, then this Agreement
 
and the rights and obligations provided herein
shall terminate at the conclusion of its remaining term.
 
References herein to the term of this
Agreement
 
shall
 
refer
 
both
 
to
 
the
 
Initial
 
Term
 
and
 
successive
 
terms
 
as
 
the
 
term
 
of
 
this
Agreement is extended in accordance with the terms
 
hereof.
9.
Regulatory Actions
.
 
The following provisions
 
shall be applicable
 
to 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 1 hereof:
(i)
If Executive is
 
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) 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’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 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.
(ii)
If Executive is 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) of
 
the
 
FDIA
 
(12 U.S.C.
 
§§1818(e)(4) and
 
(g)(1)), all
 
obligations of
 
the
 
Bank
under
 
this Agreement
 
shall terminate
 
as
 
of
 
the
 
effective
 
date
 
of
 
the
 
order,
 
but
 
vested
rights of Executive and the Bank as of the date
 
of termination shall not be affected.
(iii)
If
 
the
 
Bank
 
is
 
in
 
default,
 
as
 
defined
 
in
 
Section
 
3(x)(1)
 
of
 
the
 
FDIA
 
(12
 
U.S.C.
§1813(x)(1)),
 
all
 
obligations
 
under
 
this
 
Agreement
 
shall
 
terminate
 
as
 
of
 
the
 
date
 
of
default, but vested
 
rights of Executive
 
and the Bank
 
as of the
 
date of termination
 
shall
not be affected.
(iv)
Notwithstanding any
 
other provision
 
of this
 
Agreement to
 
the contrary,
 
any payments
made
 
to
 
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. §1828(k))
and 12 C.F.R.
 
Part 359.
10.
Nature
 
of
 
Obligations.
Nothing
 
contained
 
herein
 
shall
 
be
 
deemed
 
to
 
create
 
other
 
than
 
a
terminable at will
 
employment relationship between
 
the Bank and
 
Executive, and the
 
Bank may
terminate
 
Executive’s
 
employment
 
at
 
any
 
time,
 
subject
 
to
 
providing
 
any
 
payments
 
specified
herein in accordance with the terms
 
hereof.
11.
Acknowledgment. Executive acknowledges that Executive has read this
 
Agreement in full and
completely understands all of its terms and obligations
 
and enters into this Agreement freely
and voluntarily, and
 
after having
 
the
 
opportunity to
 
consult with
 
representatives
 
of
Executive's
own choosing and that Executive's
 
agreement is freely given.
IN WITNESS WHEREOF, the parties
 
hereto have duly
 
executed this Agreement
 
as of the date
 
first
above mentioned.
 
U.S. Century Bank
 
Executive
 
By: /s/Luis de la Aguilera
 
/s/Maricarmen Logrono
 
 
Title:
 
President and Chief Executive Officer
 
Print Name:
 
Maricarmen Logrono
 
 
Address:
 
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