Item   5.02 Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

       (a)  Not applicable.
       (b)  Not applicable.
       (c)  Not applicable.
       (d)  Not applicable.
       (e)  Effective September 30, 2022, USCB Financial Holdings, Inc. (the "Company"),
            U.S. Century Bank (the "Bank" and collectively with the Company, "USCB"),
            the wholly owned subsidiary of the Company, and Luis de la Aguilera, the
            President and Chief Executive Officer of the Company and Bank, entered into
            an amended and restated employment agreement ("Amended Employment
            Agreement") which replaced his prior employment agreement between the Bank
            and Mr. de la Aguilera dated as of April 16, 2016, as amended as of April
            19, 2019, April 30, 2019 and April 25, 2022. The Amended Employment
            Agreement was approved by the Boards of Directors of the Company and the
            Bank.

            The Amended Employment Agreement has an initial term ending December 31,
            2025 ("Initial Term"), and is subject to one-year extensions if approved by
            the Board commencing December 31, 2023. The Amended Employment Agreement
            provides for a fixed minimum base salary of $600,000 per year for the
            Initial Term, which may be increased subsequent to the Initial Term as
            determined by the Board. For any calendar year, Mr. de la Aguilera may also
            earn a cash bonus up to 50% of his base salary, depending on the
            satisfaction of performance criteria for such calendar year. In addition,
            starting in calendar year 2023, Mr. de la Aguilera may be entitled to
            receive long-term equity compensation in the form of stock awards, stock
            options or any combination thereof equal to 50% of his base salary as of the
            date of grant upon achievement of target performance levels.

            In the event that Mr. de la Aguilera's employment is terminated by USCB for
            other than cause (as defined in the Amended Employment Agreement),
            disability, retirement, or his death, or by Mr. de la Aguilera for good
            reason (as defined in the Amended Employment Agreement), then he shall be
            entitled to a cash severance amount equal to the sum of one time his then
            current annual base salary plus the amount accrued with respect to his
            annual cash bonus for the year in which the termination occurs, plus a
            continuation of certain medical and dental benefits. In the event that
            concurrently with or within 12 months subsequent to a change in control of
            USCB (as defined in the Amended Employment Agreement), Mr. de la Aguilera's
            employment is terminated by USCB for other than cause, disability,
            retirement, or his death, or by Mr. de la Aguilera for good reason, then he
            shall be entitled to a cash severance amount equal to 2.99 times his highest
            annual compensation (as defined in the Amended Employment Agreement), plus a
            continuation of certain medical and dental benefits. Mr. de la Aguilera's
            right to the cash severance benefits described above are conditioned upon
            his execution of a general release of claims against USCB, its directors,
            officers and employees for any claims Mr. de la Aguilera may have. In the
            event that Mr. de la Aguilera's employment is terminated due to his death,
            his designated beneficiary is entitled to a lump sum cash payment equal to
            one-half of Mr. de la Aguilera's base salary, plus a continuation of certain
            medical and dental benefits.

            The Amended Employment Agreement also provides that the benefits under the
            Amended Employment Agreement will be reduced to the extent necessary to
            ensure that Mr. de la Aguilera does not receive any "parachute payment" as
            such term is defined under Section 280G of the Internal Revenue Code of
            1986, as amended.

            The benefits provided under Mr. de la Aguilera's Amended Employment
            Agreement are subject to certain restrictions, as further set forth in the
            Amended Employment Agreement. Further, if Mr. de la Aguilera's employment is
            terminated by USCB for cause or without cause, before or after a change in
            control, or by Mr. de la Aguilera other than for disability, he will be
            subject to non-competition and non-solicitation restrictions as set forth in
            the Amended Employment Agreement for a period of 12 months after the
            termination of his employment.

            The foregoing description of the Amended Employment Agreement is qualified
            in its entirety by reference to the Amended Employment Agreement, a copy of
            which is attached as Exhibit 10.1 hereto and incorporated herein by
            reference thereto.
       (f)  Not applicable.


Item   9.01   Financial Statements and Exhibits

       (a)    Not applicable.
       (b)    Not applicable.
       (c)    Not applicable.
       (d)    The following exhibits are included with this Report:



Exhibit No.   Description
   10.1         Amended and Restated Employment Agreement by and among USCB Financial
              Holdings, Inc., U.S. Century Bank and Luis de la Aguilera dated as of
              September 30, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)







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