USCB FINANCIAL HOLDINGS, INC.
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 January 29, 2023, 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 Robert Anderson, the Executive
Vice President and Chief Financial 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. Anderson dated as of September 11, 2020. The Amended Employment
Agreement was approved by the Compensation Committees of the Boards of
Directors ("Boards") 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
Boards of USCB commencing December 31, 2023. The Amended Employment Agreement
provides for a fixed minimum base salary of $340,000 per year for the Initial
Term, which may be increased from time to time as may be determined by the
Boards of Directors of USCB. For any calendar year, Mr. Anderson 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. Anderson may be entitled to receive long-term equity
compensation in the form of stock awards, stock options or any combination
thereof equal to 30% of his base salary as of the date of grant upon
achievement of target performance levels.
In the event that Mr. Anderson'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. Anderson 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. Anderson's employment is terminated by USCB for
other than cause, disability, retirement, or his death, or by Mr. Anderson
for good reason, then he shall be entitled to a cash severance amount equal
to two times his highest annual compensation (as defined in the Amended
Employment Agreement), plus a continuation of certain medical and dental
benefits. Mr. Anderson's right to the cash severance benefits described above
is conditioned upon his execution of a general release of claims against
USCB, its directors, officers and employees for any claims Mr. Anderson may
have. In the event that Mr. Anderson'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. Anderson's base salary, plus a continuation of
certain medical and dental benefits.
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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. Anderson 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. Anderson's Amended Employment Agreement are
subject to certain restrictions, as further set forth in the Amended
Employment Agreement. Further, if Mr. Anderson's employment is terminated by
USCB for cause or without cause, before or after a change in control, or by
Mr. Anderson 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.
Effective January 29, 2023 , USCB also entered into an Amended and Restated
Employment Agreement ("Aguilera Amended Employment Agreement") with Luis de
la Aguilera, USCB's President and Chief Executive Officer, which replaced his
prior employment agreement entered into with USCB as of September 30, 2022
("Aguilera Prior Employment Agreement"). The Aguilera Amended Employment
Agreement reflected certain revisions to address applicable provisions of the
Internal Revenue Code of 1986. No changes were made to the amount of
compensation contained in the Aguilera Prior Employment Agreement.
The foregoing descriptions of the Amended Employment Agreement and the
Aguilera Amended Employment Agreement are qualified in its entirety by
reference to the Amended Employment Agreement and the Aguilera Amended
Employment Agreement, copies of which are attached as Exhibits 10.1 and 10.2,
respectively, 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:
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Exhibit No. Description 10.1 Amended and Restated Employment Agreement by and amongUSCB Financial Holdings, Inc. ,U.S. Century Bank andRobert Anderson dated as ofJanuary 29, 2023 10.2 Amended and Restated Employment Agreement by and amongUSCB Financial Holdings, Inc. ,U.S. Century Bank andLuis de la Aguilera dated as ofJanuary 29, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 4
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