Professional Holding Corp. (Form: 8-K, Received: 04/07/2022 10:33:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: April 5, 2022

Professional Holding Corp.

(Exact name of registrant as specified in its charter)

Florida

001-39215

46-5144312

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

396 Alhambra Circle, Suite 255

Coral Gables, Florida,

33134

(Address of principal executive offices)

(Zip Code)

(786) 483-1757

(Registrant's telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Class

Trading Symbol(s)

Name of Exchange on which registered

Class A Common Stock, par value $0.01 per share

PFHD

NASDAQ Stock Market, LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Employment Agreement of Abel L. Iglesias

On April 5, 2022, Professional Bank (the “Bank”), the principal subsidiary of Professional Holding Corp. (the “Company”) and Abel Iglesias, the Company and the Bank’s Chief Executive Officer, executed a new employment agreement. The new employment agreement (i) extended the term of Mr. Iglesias’s employment through April 2025, (ii) increased Mr. Iglesias’ salary to $450,000, (iii) provided for a grant of 10,000 shares of restricted stock, and (vi) provided for a payment in an amount of cash equal to two times his annual compensation, which includes base salary at the time of a change in control plus any cash bonus or incentive earned for the calendar year ended immediately before the change in control occurs. Other than the foregoing, the terms of Mr. Iglesias’s employment agreement remains materially unchanged as compared to his prior employment agreement dated July 16, 2019. Prior thereto, the Compensation Committee of the Company’s Board of Directors approved the foregoing changes to Mr. Iglesias’s employment agreement.

Employment Agreement of Mary Usategui

On April 5, 2022, the Bank and Mary Usategui, the Company and the Bank’s Chief Financial Officer, executed a new employment agreement. The new employment agreement (i) extended the term of Ms. Usategui employment through April 2025, (ii) increased Ms. Usategui’s base salary to $350,000 per year, (iii) provided for 5,000 shares of restricted stock, and (iv) provided for a payment in an amount of cash equal to two times her annual compensation, which includes base salary at the time of a change in control plus any cash bonus or incentive earned for the calendar year ended immediately before the change in control occurs. Other than the foregoing, the terms of Ms. Usategui’s employment agreement remain materially unchanged as compared to her prior employment agreement dated December 31, 2017. Prior thereto, the Compensation Committee of the Company’s Board of Directors approved the foregoing changes to Ms. Usategui’s employment agreement.

Employment Agreement of Ryan Gorney

On April 5, 2022, the Bank and Ryan Gorney, the Company’s Chief Information Officer, executed an amendment to the employment agreement dated December 1, 2021. The amendment provided for a payment in an amount of cash equal to two times his annual compensation, which includes base salary at the time of a change in control plus any cash bonus or incentive earned for the calendar year ended immediately before the change in control occurs. Other than the foregoing, the terms of Mr. Gorney’s employment agreement remain materially unchanged as compared to his prior employment agreement dated December 1, 2021. Prior thereto, the Compensation Committee of the Company’s Board of Directors approved the foregoing changes to Mr.. Gorney’s employment agreement.

Agreement with Michael Sontag

On April 5, 2022, the Company and Michael Sontag, executed an agreement which provides for a payment in the amount of cash equal to two times his annual compensation, which includes base salary at the time of a change in control plus any cash bonus or incentive earned for the calendar year ended immediately before the change in control occurs. Prior thereto, the Compensation Committee of the Company’s Board of Directors approved the agreement with Mr. Sontag.

Appointment of Chief Accounting Officer

Effective as of April 6, 2022, Jennifer Boyd was designated as the principal accounting officer of the Company. Ms. Boyd, age 48, will also serve as the Company’s Chief Accounting Officer. Prior to joining the Company Ms. Boyd. served as Atlantic Capital Bank’s Senior Vice President and Controller. Ms. Boyd is a Certified Public Accountant and holds a BBA degree in in Accounting from the University of Georgia. No new compensatory arrangements were entered into in connection with Ms. Boyd’s designation as the Company’s principal accounting officer. Ms. Boyd has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms. Boyd is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mary Usategui, the Company’s Chief Financial Officer, who has held the role of the Company’s principal financial officer and principal accounting officer since our initial public offering will continue to serve as the Company’s principal financial officer.


Exhibit No.						Description
10.1						Employment Agreement by and among Professional Holding Corp., Professional Bank, and Abel L. Iglesias , dated April 4, 202 2 .
10.2						Employment Agreement by and between Professional Bank and Mary Usategui , dated April 5 , 202 2 .
10.3						Amendment to the Employment Agreement by and between Professional Bank and Ryan Gorney, dated April 5, 2022.
10.4						Agreement by and between Professional Bank and Michael C. Sontag , dated April 5, 202 2 .
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Professional Holding Corp.

Date: April 7, 2022	By:	/s/ Michael C. Sontag
		Michael C. Sontag
		Corporate Secretary

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made as of this 4th day of April 2022, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. Iglesias (the "Executive").

WITNESSETH:

WHEREAS, the Bank desires to continue retaining the services of and employing the Executive, and the Executive desires to continue providing services to the Bank, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein contained, the Bank and the Executive covenant and agree as follows:

1. Employment. Pursuant to the terms and conditions of this Agreement, the Bank agrees to employ the Executive and the Executive agrees to render services to the Bank as set forth herein. Upon signing this Agreement, the Executive represents and warrants to the Bank that the Executive has the full right and authority to perform all services required of the Executive during the term of this Agreement and that such service by the Executive to the Bank does not and will not constitute a breach of any contract or legal obligation that the Executive may have to any other party.

2. Position and Duties. During the term of this Agreement, the Executive shall serve as President and Chief Executive Officer of the Bank and Professional Holding Corp, ("Parent") and any subsidiaries (collectively, the "Bank Group") and shall undertake such duties as are consistent with such positions and titles. Executive shall also undertake such duties, consistent with Executive’s positions and titles, as may be assigned to him from time to time by the Chairman of the Board of Directors of the Bank and the Parent ("Chairman"), including management of Bank Group personnel who report to the Executive as determined by the Chairman from time to time, serving on Bank Group committees as required in Bylaws and as appointed from time to time by the Board of Directors of the Bank or Parent ("Board") or the Chairman, keeping the Chairman and Board informed of industry and regulatory developments regarding the Bank Group, coordinating with Bank Group personnel and third parties to the extent necessary to further the profitability and business of the Bank Group, and assisting in keeping the Bank Group in compliance with applicable laws and regulations. In addition, the Chairman shall provide the Executive with annual goals and responsibilities agreed to by the Executive, as outlined in a "performance evaluation," and it is the Executive's responsibility to meet or exceed these goals as reasonably determined by the Board and/or its Compensation Committee. In performing duties pursuant to this Agreement, the Executive shall devote his full business time, energy, skill and reasonable best efforts to promote the Bank Group and its business and affairs; provided that, subject to Sections 10, 11, 12 and 13 of this Agreement, the Executive shall have the right to manage and pursue personal and family interests, and make passive investments in securities, real estate, and other assets, and also to participate in charitable and community activities and organizations, so long as such activities do not adversely affect the performance by Executive of his duties and obligations to the Bank Group.

3. Term. Subject to the provisions of Section 9 of this Agreement, the initial term of employment pursuant to this Agreement shall be for a period of three years, commencing on the date set forth above and expiring (unless sooner terminated as otherwise provided in this Agreement or unless otherwise renewed or extended as set forth herein) on the third anniversary of the date of this Agreement, which date, including any earlier date of termination or any extended expiration date, shall be referred to as the "Expiration Date". Subject to the provisions of Section 9 of this Agreement, the term of this Agreement and the employment of the Executive by the Bank Group hereunder shall be deemed to continue thereafter until terminated in accordance with Section 9 of this Agreement. After termination of the employment of the Executive for any reason whatsoever, or the expiration of this Agreement, the Executive will continue to be subject to the provisions of Sections 11 through 28, inclusive, of this Agreement subject to the terms thereof.

4. Compensation. During the term of this Agreement, the Bank shall pay or provide to the Executive as compensation for the services of the Executive set forth in Section 2 hereof:

(a) A base annual salary of $450,000; such base annual salary may be increased thereafter in the discretion of the Board but may not be decreased; and

(b) Such incentive bonuses as may be authorized by the Board from time to time.

Within ten (10) business days after the execution of this Agreement, the Bank shall pay to the Executive a grant of restricted stock of the Parent in the amount of 10,000 shares.

The base salary, the bonuses, and all other payments and compensation to Executive for his services to the Bank Group shall be subject to all withholding and deductions required by federal, state or other law (including those authorized by the Executive but not otherwise required by law), including but not limited to state, federal and local income taxes, unemployment tax, Medicare and FICA, together with such deductions as the Executive may from time to time specifically authorize under any employee benefit program that may be adopted by the Bank Group for the benefit of its senior executives or the Executive.

5. Benefits and Insurance.

(a) The Executive shall be eligible to participate in all medical, dental, disability, life insurance (for an amount not less than the then base salary being received by the Executive) and other fringe benefits generally provided to other employees, as the Board shall determine from time to time. As to health insurance, the Bank shall provide family health insurance coverage. The Bank also shall reimburse the Executive for medical insurance coverage under COBRA until the earlier of 90 days following the date of this Agreement or the eligibility of the Executive for enrollment in the Bank's medical insurance plan. The Executive understands that eligibility for the Bank's benefit plans is contingent upon the Executive qualifying for eligibility under such plans. The Bank reserves the right to modify, suspend or terminate the Bank benefit plans at any time and from time to time.

(b) The Bank shall have the right to obtain on the life of the Executive, pay all premium amounts related to, and maintain, "key employee" insurance naming any of the Bank Group as beneficiary. Selection of such insurance policy shall be in the sole and absolute discretion of the Board. The Executive shall cooperate fully with the Bank Group and the insurer in applying for, obtaining and maintaining such life insurance, by executing and delivering such further and other documents as the Bank Group and/or the insurer may request from time to time, and doing all matters and things which may be convenient or necessary to obtain such insurance, including, without limitation, submitting to any physical examinations and providing any medical information required by the insurer.

6. Vacation. During each 12-month period during the term of this Agreement, the Executive may take four (“4”) weeks of paid vacation time at such periods during each year as the Chairman and the Executive shall determine from time to time. Any unused vacation time will not roll over to the next 12-month period unless otherwise authorized by the Chairman. The Executive shall be entitled to full compensation during such vacation periods.

7. Reimbursement of Expenses. The Bank shall reimburse the Executive for reasonable expenses incurred in connection with his employment hereunder subject to guidelines issued from time to time by the Board and upon submission of documentation in conformity with applicable requirements of federal income tax laws and regulations supporting reimbursement of such expenses. The Executive also shall be entitled to receive a monthly automobile allowance of $1,000 and a mobile phone allowance of $200.

8. Change in Control. If a Change in Control occurs during the term of this Agreement, the Bank shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to two (“2”) times the Executive's annual compensation (the “CIC Severance Payment”). For this purpose annual compensation means (x) the Executive's Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. For purposes of this Agreement, a Change of Control shall mean a merger or acquisition in which the Parent or the Bank is not the surviving entity, or the acquisition by any individual or group of beneficial ownership of more than 50% of the outstanding shares of the Parent's or the Bank's common stock. The term "group" and the concept of beneficial ownership shall have such meanings ascribed thereto as set forth in the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the regulations and rules thereunder. This payment will be made without regard to whether the Bank elects for a CIC Termination as set forth in Section 9(e).

9. Termination. The employment of the Executive may be terminated as follows:

(a) By the Bank, by action taken by the Board, at any time and immediately upon written notice to the Executive if said discharge is for Cause (as defined below). In the notice of termination furnished to the Executive under this Section 9(a), the specific reason or reasons for said termination shall be reasonably described and, if no reason or reasons are given for said termination, said termination shall be deemed to be without Cause and therefore termination pursuant to Section 9(f). Any one or more of the following conditions shall be deemed to be grounds for termination of the employment of the Executive for Cause under this Section 9(a):

(i) If the Executive shall fail or refuse to comply with the obligations required of him as set forth in this Agreement or comply with the policies of the Bank Group established from time to time or fail to perform the duties assigned to the Executive by the Board from time to time or fails to use his best efforts to perform his mutually agreed upon duties as set forth in the annual document entitled "executive performance evaluation" (as reasonably determined by the Board); provided, however, that for the first such failure or refusal, the Executive shall be given a written warning (if the Board, in its sole discretion believes it to be in the best interest of the Company, the Executive may be provided up to a 30 day period for an opportunity to cure), and the second failure or refusal shall be grounds for termination for Cause;

(ii) If the Executive shall have engaged in conduct involving fraud, deceit, personal dishonesty, or breach of fiduciary duty, or any other conduct, which in any such case has adversely affected, or may adversely affect, the business or reputation of the Bank Group;

(iii) If the Executive shall have violated (A) any law or regulation, memorandum of understanding, cease and desist order, or other agreement with any regulatory agency having jurisdiction over any of the Bank Group or (B) any rules and regulations of any regulatory agency having jurisdiction over the Bank Group by reason of any person within the Bank Group becoming a public reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act");

(iv) If the Executive shall have become subject to continuing intemperance in the use of alcohol or any controlled substance which has adversely affected, or may adversely affect, the business or reputation of the Bank or the Parent;

(v) If after the date of this Agreement, the Executive shall have filed, or had filed against him, any petition under the federal bankruptcy laws or any state insolvency laws;

(vi) If the Executive has been convicted of, or the entering by the Executive of a plea of nolo contendere with respect to, a criminal offense constituting a felony or involving moral turpitude;

(vii) If the Executive engaged in the unlawful harassment of employees or customers of any of the Bank Group;

(viii) If the Executive exposed the Bank Group to criminal liability substantially caused by the Executive which results in an adverse effect on the business, financial condition, prospects or results of operations of the Bank Group; or

(ix) If the Executive is in material breach of any provision of this Agreement.

In the event of termination for Cause, the Bank shall pay the Executive only salary, vacation, and bonus amounts accrued and unpaid as of the effective date of termination.

(b) By the Executive upon the lapse of 30 days following written notice by the Executive to the Bank of termination of his employment hereunder for Good Reason (as defined below), which notice shall reasonably describe the Good Reason for which the Executive's employment is being terminated; provided, however, that the Bank shall have the opportunity to cure such Good Reason, during such 30 day period, and the Executive's employment shall continue in effect during such time. If such Good Reason shall be cured by the Bank during such time to the reasonable satisfaction of the Executive, the Executive's employment and the obligations of the Bank hereunder shall not terminate as a result of the notice which has been given with respect to such Good Reason. Cure of any Good Reason with or without notice from the Executive shall not relieve the Bank from any obligations to the Executive under this Agreement or otherwise and shall not affect the Executive's rights upon the reoccurrence of the same, or the occurrence of any other, Good Reason, For purposes of this Agreement, the term "Good Reason" shall mean any material breach by the Bank of any provision of this Agreement, or any significant reduction, without the Executive's prior written consent, in the duties, responsibilities, authority or title of the Executive as an officer of the Bank, except for any reduction in duties, responsibilities, authority or title due to (i) the Executive's illness or disability, (ii) an order from any regulatory authority having jurisdiction over any of the Bank Group, (iii) the temporary suspensions (not to exceed 120 days) of the Executive's duties, responsibilities, authority or title pending results of any Board commissioned investigation as to potential Cause for termination of

the Executive's employment, (iv) the appointment of market presidents or other positions created by the Bank Group, or (v) the Executive no longer serving as Chief Executive Officer of the Bank provided Executive is appointed Chief Administrative Officer of the Bank on or about that time. Good Reason shall also include requiring the Executive to be permanently based anywhere other than within thirty-five (35) miles of the Executive's current job location.

If the Executive's employment is terminated by the Executive for Good Reason, the Bank shall, for a period of six (6) months after said termination (“Good Reason Termination”), continue to pay to the Executive the base annual salary in effect under Section 4(a) on the date of said termination (or, if greater, the highest annual salary in effect for the Executive within the thirty-six (36) month period prior to said termination).

(c) By the Executive upon the lapse of ninety (90) days following written notice by the Executive to the Bank of his resignation from the Bank for other than Good Reason; provided, however, that the Bank, in its discretion, may cause such termination to be effective at any time during such 30-day period. If the Executive's employment is terminated because of the Executive's resignation, the Bank shall be obligated to pay to the Executive any salary, vacation, and bonus amounts that would have been accrued and unpaid through the end of 30-day period.

(d) If the Executive's employment is terminated by the death or disability (i.e., the Executive is unable to perform the essential functions of his position for at least 180 days) of the Executive, this Agreement shall automatically terminate effective immediately, and the Bank shall be obligated to pay to the Executive or the Executive's estate any salary, vacation, and bonus amounts accrued and unpaid at the date of disability or death.

(e) By the Bank or the Executive within twelve (12) months of the closing of a Change in Control (CIC Termination).

(f) By the Bank at any time if said discharge is without Cause (but excluding the expiration of this Agreement as provided in Section 9(g)). If the Executive's employment is terminated by the Bank without Cause, the Bank shall, for a period of six (6) months after said termination continue to pay to the Executive at the base annual salary rate in effect under Section 4(a) on the date of said termination (or, if greater, the highest annual salary rate in effect for the Executive within the thirty-six (36) month period prior to said termination).

(g) Upon the expiration of this Agreement on the third anniversary of the date of this Agreement (or on such later Expiration Date which has been extended specifically by written agreement of the parties), the Bank shall be obligated to pay to the Executive only any salary, vacation, and bonus amounts accrued and unpaid through the effective date of the expiration, plus reimbursements for any business expenses incurred by the Executive prior to the Expiration Date (subject to the terms of the Bank's reimbursement policies).

(h) Any amounts payable by the Bank to the Executive pursuant to this Section 9 shall be reduced by any amounts owed to the Bank by the Executive.

(i) Notwithstanding anything in this Agreement to the contrary, as a condition to receipt by the Executive of the payments due from the Bank pursuant to the applicable provision in this Section 9 in connection with termination or expiration of his employment, the Executive shall execute and deliver to the Bank within twenty-two (22) days of the effective date of the termination or expiration of his employment, a general release of all claims the Executive may have against the Bank Group and their respective officers and Boards of Directors with respect to the subject matter of this Agreement (other than any obligations of the Bank under this Agreement or any severance agreement which by their terms survive) in a form reasonably acceptable to the Bank and/or its counsel, and such release shall not have been revoked by the Executive.

(j) Any termination of the Executive's employment for any reason shall require that the Executive resign all other positions (including as director) Executive may then be holding with the Bank Group or as trustee of any of their benefit plans, unless the Board or Chairman and the Executive agree to the contrary.

(k) The parties acknowledge and agree that the compensation and benefits set forth in this Section 9 as being payable upon termination or expiration of this Agreement constitute liquidated damages upon the termination or expiration of this Agreement, and the parties hereto have agreed that such compensation and benefits are reasonable.

addressed to the other party at the address as set forth at the end of this Agreement, and (c) in any other case, when actually received by the other party. Either party may change the address at which said notice is to be given by delivering notice of such to the other party to this Agreement in the manner set forth herein.

11. Confidential Matters.

(a) The Executive is aware and acknowledges that the Executive shall have access to confidential information by virtue of his employment. The Executive agrees that, during the period of time the Executive is retained to provide services to the Bank Group, and thereafter subsequent to the termination of Executive's services to the Bank for any reason whatsoever, the Executive will not release or divulge any confidential information whatsoever relating to any of the Bank Group or its business, to any other person or entity without the prior written consent of the Bank, including, without limitation, during any "quiet period" or related to an offering of securities by the Bank Group. Confidential information does not include information that is available to the public or which becomes available to the public other than through a breach of this Agreement on the part of the Executive. Also, the Executive shall not be precluded from disclosing confidential information in furtherance of the performance of his services to the Bank Group or to the extent required by any legal proceeding. The Executive also agrees that all files, records, documents, equipment and similar items and technological information whether maintained in hard copy or by electronic means relating to the Bank Group's business, whether prepared by the Executive or others, shall remain the exclusive property of the Bank Group. Upon termination or expiration of employment, or at any earlier time requested by the Bank, the Executive will promptly return to the Bank all confidential information as well as any other property of the Bank, which is in the Executive's possession or under the Executive's control. The Executive agrees not to delete, modify, or copy any work file or confidential information prior to or subsequent to termination or expiration of employment. For the avoidance of doubt, the parties agree that each of the terms of this Agreement shall be considered "confidential information" within the meaning of this Section 11, and may be disclosed by the Executive only to the limited extent permitted by the terms of this Section 11, to his spouse, and to his advisors solely to the extent necessary; without limiting the generality of the foregoing, they may not be disclosed by the Executive to any other employees of the Bank other than its Chairman or to anyone else designated in writing by the Chairman.

(b) Notwithstanding anything to the contrary in this Agreement, in the event the Executive is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any confidential information of the Bank Group, the Executive agrees, if permitted by applicable laws or regulations, to provide the Bank Group with prompt notice of such request or requirement to enable the Bank Group to seek an appropriate protective order, waive compliance with the provisions of this Agreement or take other appropriate action. The Executive agrees to use the Executive’s best efforts in such event to assist the Bank Group in obtaining a protective order, and the Bank shall be responsible for any reasonable third-party costs incurred by the Executive in providing that assistance. If, in the absence of a protective order or the receipt of a waiver under this Agreement, the Executive is nonetheless, in the written opinion of the Executive’s counsel, compelled to disclose such confidential information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Executive, after notice to the Bank Group, may disclose to such tribunal only such confidential information that the Executive is compelled to disclose.

(c) The Executive acknowledges that Parent is a public reporting company pursuant to Section 13 or 15(d) of the 1934 Act and the Executive will comply with all laws, rules and regulations applicable to the Executive by reason of the Bank or its holding company becoming a public reporting company. Without limiting the generality of the foregoing, the Executive acknowledges that in the course of Executive’s employment, with the Bank the Executive may become aware of material nonpublic information relating to the Bank Group or third parties with whom the Bank Group does business and under federal and state securities laws, it may be illegal for the Executive to buy or sell securities at a time when the Executive possesses such material nonpublic information. Therefore, the Executive agrees to comply with all laws related to trading in securities on the basis of material nonpublic information and the requirements of any insider trading policy that may be adopted from time to time by the Bank Group.

12. Legitimate Business Interests; Noncompetition.

(a) Legitimate Business Interests. The Executive acknowledges and agrees that in the performance of his duties of employment with the Bank he will be in contact with customers, potential customers and/or information about customers or potential customers of the Bank Group either in person, through the mails, by telephone or by other electronic means. The Executive also acknowledges and agrees that trade secrets and confidential information of the Bank Group that will be gained by Executive during his employment with the Bank, have been developed by the Bank Group through substantial expenditures of time, effort and financial resources and constitute valuable and unique property of the Bank Group. The Executive further understands, acknowledges and agrees that the foregoing makes it necessary for the protection of the Bank Group's businesses that the

Executive not divert business or customers from the Bank Group and that the Executive maintain the confidentiality and integrity of the confidential information as provided in this Agreement.

(b) Non-competition.

Notwithstanding anything in this Agreement to the contrary, the Executive agrees that during the period of time the Executive is retained to provide services to the Bank, and thereafter for a period of one month (however, six months in the case of a Good Reason Termination or if the Salary Extension is exercised by the Chairman or the Board, a period equal to the initial one month plus the additional months determined by the Chairman or the Board), the Executive will not enter the employ of, or have any interest in, directly or indirectly (either as executive, partner, director, officer, consultant, principal, agent or employee), any other bank or financial institution or any entity which either accepts deposits or makes loans (whether presently existing or subsequently established) and which has an office located within a radius of 50 miles of any office of the Bank Group, provided, however, that the foregoing shall not preclude any ownership by the Executive of an amount not to exceed 5% of the equity securities of any entity which is subject to the periodic reporting requirements of the 1934 Act and the shares of the Parent's common stock owned by the Executive at the time of termination of employment (the “Non-Compete Requirement”). In all cases the Non-Compete Requirement shall be equal to the Salary Extension period as determined at the sole discretion of the Board or Chairman.

13. Nonsolicitation; Noninterference; Non-Disparagement.

(a) The Executive agrees that during the period of time the Executive is retained to provide services to the Bank, and thereafter for a period of one (1) year subsequent to the termination or expiration of Executive's services to the Bank for any reason whatsoever, the Executive will not (a) solicit for employment by Executive, or anyone else, any employee of the Bank Group or any person who was an employee of the Bank Group within 12 months prior to such solicitation of employment; (b) induce, or attempt to induce, any employee of the Bank Group to terminate such employee's employment; (c) induce, or attempt to induce, anyone having a business relationship with the Bank Group to terminate or curtail such relationship or, on behalf of himself or anyone else, compete with the Bank Group; (d) knowingly make any untrue statement concerning the Bank Group or their directors or officers to anyone; or (e) permit anyone controlled by the Executive, or any person acting on behalf of the Executive or anyone controlled by an employee of the Executive, to do any of the foregoing.

(b) The Executive shall not, during his employment by the Bank or at any time thereafter, directly or indirectly, in any communications in any media, criticize, ridicule or make (or cause or permit others to criticize, ridicule or make) any statement which disparages or is derogatory of any of the Bank Group, their products or services, or any of the Bank Group's present, former or future shareholders, officers, directors, employees, affiliates and/or subsidiaries.

14. Equitable Relief. The Executive acknowledges and agrees that any breach or threatened breach of Sections 11, 12 or 13 of this Agreement will result in irreparable damage to the Bank Group and, accordingly, any of the Bank Group may obtain injunctive relief, a decree of specific performance and/or any other equitable relief for any breach or threatened breach of such Sections of this Agreement in addition to any other remedies available to the Bank Group, without being required to show any actual damage, or to post an injunction bond, and the prevailing party in any such proceeding will be entitled to reimbursement for all costs and expenses, including reasonable attorneys’ fees and expenses in connection therewith. Nothing herein shall be construed as prohibiting the Bank Group from pursuing such other remedies available to it for any such breach or threatened breach including recovery of damages from the Executive.

15. Remedies. The Executive agrees that the restrictions set forth in this Agreement are fair and reasonable. The covenants set forth in this Agreement are not dependent covenants and any claim against the Bank Group, whether arising out of this Agreement or any other agreement or contract between the Bank and Executive, shall not be a defense to a claim against Executive for a breach or alleged breach of any of the covenants of Executive contained in this Agreement. It is expressly understood by and between the parties hereto that the covenants contained in this Agreement shall be deemed to be a series of separate covenants. The Executive understands and agrees that if any of the separate covenants are judicially held invalid or unenforceable, such holding shall not release Executive from Executive's obligations under the remaining covenants of this Agreement. If in any judicial proceedings, a court shall refuse to enforce any or all of the separate covenants because taken together they are more extensive (whether as to geographic area, duration, scope of business or otherwise) than necessary to protect the business and goodwill of the Bank Group, it is expressly understood and agreed between the parties hereto that those separate covenants which, if eliminated or restricted, would permit the remaining separate covenants or the restricted separate covenant to be enforced in such proceeding shall, for the purposes of such proceeding, be eliminated from the provisions of this Agreement or restriction, as the ease may be.

16. Invalid Provision. In the event any provision should be or become invalid or unenforceable, such facts shall not affect the validity and enforceability of any other provision of this Agreement. Similarly, if the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit enforcement thereof to its full extent, then any such restriction or covenant shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any judicial proceeding brought to enforce such restriction or covenant.

17. Governing Law; Venue. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Florida. The sole and exclusive venue for any action arising out of this Agreement shall be a state court situated in Miami-Dade County, Florida, and the parties to this Agreement agree to be subject to the personal jurisdiction of such Court and that service on each party shall be valid if served by certified mail, return receipt requested or hand delivery.

18. Attorneys' Fees and Costs. In the event a dispute arises between the parties under this Agreement and suit is instituted, the prevailing party shall be entitled to recover his or its costs and attorneys' fees from the nonprevailing party. As used herein, costs and attorneys' fees include any costs and attorneys' fees in any appellate proceeding.

19. Binding Effect. The rights and obligations of the parties under this Agreement shall inure to the benefit of and shall be binding upon the successors, assigns and legal representatives of the Bank Group and the heirs and legal representatives of the Executive.

20. Effect on Other• Agreements. This Agreement and the termination thereof shall not affect any other agreement between the Executive and the Bank Group, and the receipt by the Executive of benefits thereunder.

21. Miscellaneous. The captions used herein are solely for the convenience of the parties and are not used in construing this Agreement. Time is of the essence of this Agreement and the performance by each party of its or his duties and obligations hereunder.

22. Compliance with Section 409A. Notwithstanding anything herein to the contrary, if it is determined by the Bank or the Executive, in good faith, at the time of the Executive's termination of employment that the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code") and that payments to be made to the Executive hereunder, if made earlier than as required under Section 409A(a)(2)(B)(i) of the Code would result in the requirement for the Executive to pay additional interest and taxes to be imposed in accordance with Section 409A(a)(I)(B) of the Code, then any payments to be made in accordance with this Agreement shall be made as of the date that is 184 calendar days from the date of the Executive's termination of employment, or immediately upon the death of the Executive, if earlier. The provisions of this Section 22 shall survive the expiration of this Agreement.

23. Regulatory Actions. Notwithstanding any other provision of this Agreement to the contrary, any amounts paid or payable to the Executive pursuant to this Agreement, or otherwise, arc subject to and conditioned upon their compliance with Sections 18(k) and 32(a) of the Federal Deposit Insurance Act ("FDIA") and Part 359 of the FDIC’s rules and regulations, and any regulations promulgated under the FDIA, and also are subject to and conditioned upon compliance by the Bank with any Memorandum of Understanding, Consent Order, or other agreement between the Bank and the FDIC and/or the Florida Office of Financial Regulation.

24. Complete Agreement. This Agreement constitutes the complete agreement between the parties hereto and incorporates all prior discussions, agreements and representations made in regard to the matters set forth herein, including, without limitation, that it replaces and supersedes in all previous employment agreements between the Bank and the Executive.

25. Waiver and Acknowledgement by Executive. The Executive waives any and all claims pursuant to the Prior Employment Agreements.

62. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding on a party so confirming.

27. Assignability. The Executive’s rights and obligations hereunder are personal and may not be assigned by the Executive (other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution or to the Executive’s representative in the event of his disability); provided, however, in the event of the Executive’s death or disability, the Executive’s representative may also exercise any unexercised stock options or stock appreciation rights, if any, to the extent permitted by the relevant

option or stock appreciation rights plan agreement or this Agreement. As used in this Agreement, “Bank” and “Bank Group” shall mean the entities as hereinbefore defined and any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the equity, business and/or assets of the Bank Group or that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

28§§. JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


Professional Bank:

By:			/s/ Herbert R. Martens, Jr.
Herbert R. Martens, Jr.
Chairman of the Board
EXECUTIVE:

/s/ Abel Iglesias
Abel Iglesias

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made as of this 5th day of April 2022, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Mary Usategui (the "Executive").

WITNESSETH:

WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and of the covenants and agreements herein contained, the Bank and the Executive covenant and agree as follows:

2. Position and Duties. During the term of this Agreement, the Executive shall serve as Chief Financial Officer of the Bank and Professional Holding Corp. (“Parent”), together with any affiliates the “Bank Group”, and shall undertake such duties, consistent with such titles, as may be assigned to him or her from time to time by the Board of Directors of the Bank and Parent (referred to as the "Board") and/or the President and Chief Executive Officer of the Bank and Parent (the "CEO"), including serving on Board committees appointed from time to time by the Board or the CEO, keeping the CEO informed of industry and regulatory developments regarding the Bank, and assisting in keeping the Bank in compliance with applicable laws and regulations. In performing duties pursuant to this Agreement, the Executive shall devote her full business time, energy, skill and best efforts to promote the Bank Group and its business and affairs; provided that, subject to Sections 10, 11, 12 and 13 of this Agreement, the Executive shall have the right to manage and pursue personal and family interests, and make passive investments in securities, real estate, and other assets, and also to participate in charitable and community activities and organizations, so long as such activities do not adversely affect the performance by Executive of his or her duties and obligations to the Bank Group.

3. Term. Subject to the provisions of Section 9 of this Agreement, the initial term of employment pursuant to this Agreement shall be for a period of three (“3”) years, commencing on the date set forth above and expiring (unless sooner terminated as otherwise provided in this Agreement or unless otherwise renewed or extended as set forth herein) on the third anniversary of the date of this Agreement, which date, including any earlier date of termination or any extended expiration date, shall be referred to as the "Expiration Date". Subject to the provisions of Section 9 of this Agreement, the term of this Agreement and the employment of the Executive by the Bank hereunder shall be deemed to continue thereafter until terminated in accordance with Section 9 of this Agreement. After termination of the employment of the Executive for any reason whatsoever, or the expiration of this Agreement, the Executive will continue to be subject to the provisions of Sections 11 through 26, inclusive, of this Agreement subject to the terms thereof.

4. Compensation. During the term of this Agreement, the Bank shall pay or provide to the Executive as compensation for the services of the Executive set forth in Section 2 hereof:

(a) A base annual salary of $350,000, such base annual salary and such base may be increased thereafter in the discretion of the Board or the CEO; and

(b) Such incentive bonuses as may be authorized by the Board from time to time.

Within ten (10) business days after the execution of this Agreement, the Bank shall pay to the Executive a grant of restricted stock of the Parent in the amount of 5,000 shares.

5. Benefits and Insurance. The Bank shall provide to the Executive such medical, disability, and life insurance (for an amount not less than the then base salary being received by the Executive) as well as any other benefits as the Board shall determine from time to time. As to health insurance, the Bank shall provide family health insurance coverage. The Bank also shall reimburse the Executive for medical insurance coverage under COBRA until the earlier of 90 days following the date of this Agreement or the eligibility of the Executive for enrollment in the Bank's medical insurance plan. The Executive understands that eligibility for the Bank's benefit plans is contingent upon the Executive qualifying for eligibility under such plans, The Bank reserves the right to modify, suspend or terminate the Bank benefit plans at any time and from time to time.

6. Vacation. Commencing six months following the date of this Agreement, and during each 12-month period thereafter, the Executive may take four weeks of paid vacation time as authorized by the CEO and at such periods during each year as the CEO and the Executive shall determine from time to time. Any unused vacation time will not roll over to the next 12-month period unless otherwise authorized by the CEO. The Executive shall be entitled to full compensation during such vacation periods.

7. Reimbursement of Expenses. The Bank shall reimburse the Executive for reasonable expenses incurred in connection with her employment hereunder subject to guidelines issued from time to time by the Board and upon submission of documentation inconformity with applicable requirements of federal income tax laws and regulations supporting reimbursement of such expenses. The Executive also shall be entitled to receive a monthly automobile allowance of $1,000 and $200 monthly cell phone allowance.

9. Termination. The employment of the Executive may be terminated as follows:

(a) By the Bank, by action taken by the CEO, at any time and immediately upon written notice to the Executive if said discharge is for cause. In the notice of termination furnished to the Executive under this Section 9(a), the reason or reasons for said termination shall be given and, if no reason or reasons are given for said termination, said termination shall be deemed to be without cause and therefore termination pursuant to Section 9(f). Any one or more of the following conditions shall be deemed to be grounds for termination of the employment of the Executive for cause under this Section 9(a):

(i) If the Executive shall fail or refuse to comply with the obligations required of him or her as set forth in this Agreement or comply with the policies of the Bank established by the Board or CEO from time to time or fail to perform the duties assigned to the Executive by the Board or CEO from time to time; provided, however, that for the first such failure or refusal, the Executive shall be given a written warning (if the Board, in its sole discretion, believes it to be in the best interest of the Company, the Executive may be provided up to a 30 day period for an opportunity to cure), and the second failure or refusal shall be grounds for termination for cause;

(iii) If the Executive shall have violated any banking law or regulation, memorandum of understanding, cease and desist order, or other agreement with any banking agency having jurisdiction over the Bank;

(iv) If the Executive shall have become subject to continuing intemperance in the use of alcohol or drugs which has adversely affected, or may adversely affect, the business or reputation of the Bank or the Parent;

(v) If after the date of this Agreement, the Executive shall have filed, or had filed against him or her, any petition under the federal bankruptcy laws or any state insolvency laws;

(vi) If the Executive has been convicted of, or the entering by the Executive of a plea of nolo contendere with respect to, a criminal offense constituting a felony or involving moral turpitude;

(vii) If the Executive engaged in the unlawful harassment of employees or customers of the Bank or the Parent;

(viii) If the Executive exposed the Bank or the Parent to criminal liability substantially caused by the Executive which results in an adverse effect on the business, financial condition, prospects or results of operations of the Parent or the Bank; or

(ix) If the Executive is in material breach of any provision of this Agreement.

In the event of termination for cause, the Bank shall pay the Executive only salary, vacation, and bonus amounts accrued and unpaid as of the effective date of termination.

(b) By the Executive upon the lapse of 30 days following written notice by the Executive to the Bank of termination of her employment hereunder for Good Reason (as defined below), which notice shall reasonably describe the Good Reason for which the Executive's employment is being terminated; provided, however, that the Bank shall have the opportunity to cure such Good Reason, during such 30 day period, and the Executive's employment shall continue in effect during such time. If such Good Reason shall be cured by the Bank during such time to the reasonable satisfaction of the Executive, the Executive's employment and the obligations of the Bank hereunder shall not terminate as a result of the notice which has been given with respect to such Good Reason. Cure of any Good Reason with or without notice from the Executive shall not relieve the Bank from any obligations to the Executive under this Agreement or otherwise and shall not affect the Executive's rights upon the reoccurrence of the same, or the occurrence of any other, Good Reason. For purposes of this Agreement, the term "Good Reason" shall mean any material breach by the Bank of any provision of this Agreement, or any significant reduction, without the Executive's prior written consent, in the duties, responsibilities, authority or title of the Executive as an officer of the Bank, except for any reduction in duties, responsibilities, authority or title due to (i) the Executive's illness or disability, (ii) an order from any regulatory authority having jurisdiction over the Parent or the Bank, or (iii) the temporary suspensions of the Executive's duties, responsibilities, authority or title pending results of any Board commissioned investigation as to potential cause for termination of the Executive's employment.

(c) By the Executive upon the lapse of 30 days following written notice by the Executive to the Bank of her resignation from the Bank for other than Good Reason; provided, however, that the Bank, in its discretion, may cause such termination to be effective at any time during such 30-day period. If the Executive's employment is terminated because of the Executive's resignation, the Bank shall be obligated to pay to the Executive any salary, vacation, and bonus amounts that would have been accrued and unpaid through the end of 30-day period.

(d) If the Executive's employment is terminated by the death or disability (i.e., the Executive is unable to perform the essential functions of her position for at least 180 days) of the Executive, this Agreement shall automatically terminate, and the Bank shall be obligated to pay to the Executive or the Executive' s estate any salary, vacation, and bonus amounts accrued and unpaid at the date of disability or death.

(e) By the Bank or the Executive within twelve (12) months of the closing of a Change of Control (CIC Termination).

(f) By the Bank at any time if said discharge is without cause (but excluding the expiration of this Agreement as provided in Section 9(g)). If the Executive's employment is terminated by the Bank without cause, the Bank shall, for a period of six (6) months after said termination continue to pay to the Executive the base annual salary in effect under Section 4(a) on the date of said termination (or, if greater, the highest annual salary in effect for the Executive within the 36-month period prior to said termination).

(g) Upon the expiration of this Agreement on the third anniversary of the date of this Agreement (or on such later Expiration Date which has been extended specifically by written agreement of the parties), the Bank shall be obligated to pay to the Executive only any salary, vacation, and bonus amounts accrued and unpaid through the effective date of the expiration, plus reimbursements for any business expenses incurred by the Executive prior to the expiration date (subject to the terms of the Bank's reimbursement policies).

(h) Any amounts payable by the Bank to the Executive pursuant to this Section 9 shall be reduced by any amounts owed to the Bank by the Executive.

(i) Notwithstanding anything in this Agreement to the contrary, as a condition to receipt by the Executive of the payments due from the Bank pursuant to the applicable provision in this Section 9 in connection with termination of her employment, the Executive shall execute and deliver to the Bank within twenty-two (22) days of the effective date of the termination of her employment, a general release of all claims the Executive may have against the Parent and Bank and their respective officers and Boards of Directors with respect to the subject matter of this Agreement (other than any obligations of the Bank under this Agreement or any severance agreement which by their terms survive) in a form reasonably acceptable to the Bank and/or its counsel, and such release shall not have been revoked by the Executive.

(j) Any termination of the Executive's employment for any reason shall require that the Executive resign all other positions (including as director) Executive may then be holding with the Parent of the Bank or as trustee of any of their benefit plans, unless the CEO and the Executive agree to the contrary.

10. Notice. All notices permitted or required to be given to either party under this Agreement shall be in writing and shall be deemed to have been given (a) in the case of delivery, when addressed to the other party as set forth at the end of this Agreement and delivered to said address, (b) in the case of mailing, three days after the same has been mailed by certified mail, return receipt requested, and deposited postage prepaid in the U.S. Mails, addressed to the other party at the address as set forth at the end of this Agreement, and (c) in any other case, when actually received by the other party. Either party may change the address at which said notice is to be given by delivering notice of such to the other party to this Agreement in the manner set forth herein.

11. Confidential Matters. The Executive is aware and acknowledges that the Executive shall have access to confidential information by virtue of her employment. The Executive agrees that, during the period of time the Executive is retained to provide services to the Bank, and thereafter subsequent to the termination of Executive's services to the Bank Group for any reason whatsoever, the Executive will not release or divulge any confidential information whatsoever relating to the Bank or its business, to any other person or entity without the prior written consent of the Bank Group. Confidential information does not include information that is available to the public or which becomes available to the public other than through a breach of this Agreement on the part of the Executive. Also, the Executive shall not be precluded from disclosing confidential information in furtherance of the performance of her services to the Bank Group or to the extent required by any legal proceeding. The Executive also agrees that all files, records, documents, equipment and similar items and technological information whether maintained in hard copy or by electronic means relating to the Bank Group's business, whether prepared by the Executive or others, shall remain the exclusive property of the Bank Group. Upon termination of employment, or at any earlier time requested by the Bank Group, the Executive will promptly return to the Bank all confidential information as well as any other property of the Bank Group, which is in the Executive's possession or under the Executive' s control. The Executive agrees not to delete, modify, or copy any work file or confidential information prior to or subsequent to termination of employment. For the avoidance of doubt, the parties agree that each of the terms of this Agreement shall be considered "confidential information" within the meaning of this Section 11, and may be disclosed by the Executive only to the limited extent permitted by the terms of this Section 11, to his or her spouse, and to his or her advisors solely to the extent necessary; without limiting the generality of the foregoing, they may not be disclosed by the Executive to any other employees of the Bank other than its CEO or to anyone else designated in writing by the CEO.

12. Injunction Without Bond. In the event there is a breach or threatened breach by the Executive of the provisions of Sections 11, 12, 13, or 14, the Bank shall be entitled to an injunction without bond to restrain such breach or threatened breach, and the prevailing party in any such proceeding will be entitled to reimbursement for all costs and expenses, including reasonable attorneys' fees in connection therewith. Nothing herein shall be construed as prohibiting the Bank from pursuing such other remedies available to it for any such breach or threatened breach including recovery of damages from the Executive.

13. Legitimate Business Interests; Noncompetition.

(a) Legitimate Business Interests. The Executive acknowledges and agrees that in the performance of his or her duties of employment with the Bank she will be in contact with customers, potential customers and/or information about customers or potential customers of the Parent or the Bank either in person, through the mails, by telephone or by other electronic means. The Executive also acknowledges and agrees that trade secrets and confidential information of the Parent or the Bank that will be gained by Executive during his or her employment with the Bank, have been developed by the Parent and the Bank through substantial expenditures of time, effort and financial resources and constitute valuable and unique property of the Parent and the Bank. The Executive further understands, acknowledges and agrees that the foregoing makes it necessary for the protection of

the Parent's and the Bank's businesses that the Executive not divert business or customers from the Parent and the Bank and that the Executive maintain the confidentiality and integrity of the confidential information as provided in this Agreement.

(b) Non-competition.

Notwithstanding anything in this Agreement to the contrary, the Executive agrees that during the period of time the Executive is retained to provide services to the Bank, and thereafter for a period of one month (however, six months in the case of a Good Reason Termination or if the Salary Extension is exercised by the CEO, a period equal to the initial one month plus the additional months determined by the CEO), the Executive will not enter the employ of, or have any interest in, directly or indirectly (either as executive, partner, director, officer, consultant, principal, agent or employee), any other bank or financial institution or any entity which either accepts deposits or makes loans (whether presently existing or subsequently established) and which has an office located within a radius of 50 miles of any office of the Bank Group, provided, however, that the foregoing shall not preclude any ownership by the Executive of an amount not to exceed 5% of the equity securities of any entity which is subject to the periodic reporting requirements of the 1934 Act and the shares of the Parent's common stock owned by the Executive at the time of termination of employment (the “Non-Compete Requirement”). In all cases the Non-Compete Requirement shall be equal to the Salary Extension period as determined at the sole discretion of the Board or CEO.

14. Nonsolicitation; Noninterference; Non-Disparagement.

(a) The Executive agrees that during the period of time the Executive is retained to provide services to the Bank Group, and thereafter for a period of one year subsequent to the termination of Executive's services to the Bank Group for any reason whatsoever, the Executive will not (a) solicit for employment by Executive, or anyone else, or employ any employee of the Bank Group or any person who was an employee of the Bank Group within 12 months prior to such solicitation of employment; (b) induce, or attempt to induce, any employee of the Bank Group to terminate such employee's employment; (c) induce, or attempt to induce, anyone having a business relationship with the Bank to terminate or curtail such relationship or, on behalf of himself or anyone else, compete with the Bank Group; (d) knowingly make any untrue statement concerning the Bank Group or its directors or officers to anyone; or (e) permit anyone controlled by the Executive, or any person acting on behalf of the Executive or anyone controlled by an employee of the Executive to do any of the foregoing.

(b) The Executive shall not, during his or her employment by the Bank Group or at any time thereafter, directly or indirectly, in any communications in any media, criticize, ridicule or make (or cause or permit others to criticize, ridicule or make) any statement which disparages or is derogatory of any of the Parent or the Bank, their products or services, or any of the Parent's or the Bank's present, former or future shareholders, officers, directors, employees, affiliates and/or subsidiaries.

15. Remedies. The Executive agrees that the restrictions set forth in this Agreement are fair and reasonable. The covenants set forth in this Agreement are not dependent covenants and any claim against the Bank Group, whether arising out of this Agreement or any other agreement or contract between the Bank Group and Executive, shall not be a defense to a claim against Executive for a breach or alleged breach of any of the covenants of Executive contained in this Agreement. It is expressly understood by and between the parties hereto that the covenants contained in this Agreement shall be deemed to be a series of separate covenants. The Executive understands and agrees that if any of the separate covenants are judicially held invalid or unenforceable, such holding shall not release Executive from Executive's obligations under the remaining covenants of this Agreement. If in any judicial proceedings, a court shall refuse to enforce any or all of the separate covenants because taken together they are more extensive (whether as to geographic area, duration, scope of business m otherwise) than necessary to protect the business and goodwill of the Bank Group, it is expressly understood and agreed between the parties hereto that those separate covenants which, if eliminated or restricted, would permit the remaining separate covenants or the restricted separate covenant to be enforced in such proceeding shall, for the purposes of such proceeding, be eliminated from the provisions of this Agreement or restriction, as the case may be.

be subject to the personal jurisdiction of such Court and that service on each party shall be valid if served by certified mail, return receipt requested or hand delivery.

18. Attorneys' Fees and Costs. In the event a dispute arises between the parties under this Agreement and suit is instituted, the prevailing party shall be entitled to recover his or her or its costs and attorneys' fees from the nonprevailing party. As used herein, costs and attorneys' fees include any costs and attorneys' fees in any appellate proceeding.

19. Binding Effect. The rights and obligations of the parties under this Agreement shall inure to the benefit of and shall be binding upon the successors, assigns and legal representatives of the Bank and the Parent and the heirs and legal representatives of the Executive.

20. Effect on Other Agreements. This Agreement and the termination thereof shall not affect any other agreement between the Executive and the Bank, and the receipt by the Executive of benefits thereunder.

21. Miscellaneous. The rights and duties of the parties hereunder are personal and may not be assigned or delegated without the prior written consent of the other party to this Agreement. The captions used herein are solely for the convenience of the parties and are not used in construing this Agreement. Time is of the essence of this Agreement and the performance by each party of its/her duties and obligations hereunder.

22. Compliance with Section 409A. Notwithstanding anything herein to the contrary, if it is determined by the Bank or the Executive, in good faith, at the time of the Executive's termination of employment that the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code") and that payments to be made to the Executive hereunder, if made earlier than as required under Section 409A(a)(2)(B)(i) of the Code would result in the requirement for the Executive to pay additional interest and taxes to be imposed in accordance with Section 409A(a)(l)(B) of the Code, then any payments to be made in accordance with this Agreement shall be made as of the date that is 184 calendar days from the date of the Executive's termination of employment, or immediately upon the death of the Executive, if earlier. The provisions of this Section 22 shall survive the expiration of this Agreement.

23. Regulatory Actions. Notwithstanding any other provision of this Agreement to the contrary, any amounts paid or payable to the Executive pursuant to this Agreement, or otherwise, arc subject to and conditioned upon their compliance with Sections 18(k) and 32(a) of the Federal Deposit Insurance Act ("FDIA") and Part 359 of the FDIC's rules and regulations, and any regulations promulgated under the FDIA, and also are subject to and conditioned upon compliance by the Bank with any Memorandum of Understanding, Consent Order, or other agreement between the Bank and the FDIC and/or the Florida Office of Financial Regulation.

24. Complete Agreement. This Agreement constitutes the complete agreement between the parties hereto and incorporates all prior discussions, agreements and representations made in regard to the matters set forth herein. This Agreement may not be amended, modified or changed except by a writing signed by the party to be charged by said amendment, change or modification.

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding on a party so confirming.

26. JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


Professional Bank:

By:			/s/ Herbert R. Martens, Jr.
Herbert R. Martens, Jr.
Chairman of the Board
EXECUTIVE:

Mary Usategui
Mary Usategui

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 5, 2022 (the “Effective Date”), between Professional Bank, a Florida Banking Corporation (the “BANK”), and Ryan Gorney (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company and Executive entered into that certain Employment Agreement as of November 28, 2021 (the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement in accordance with the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. The following Section 5(d) shall be added to the Employment Agreement:

“Change in Control - If a Change in Control occurs during the term of this Agreement, the Bank shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to two (“2”) times the Executive's annual compensation (the “CIC Severance Payment”). For this purpose annual compensation means (x) the Executive's Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. For purposes of this Agreement, a Change of Control shall mean a merger or acquisition in which the Parent or the Bank is not the surviving entity, or the acquisition by any individual or group of beneficial ownership of more than 50% of the outstanding shares of the Parent's or the Bank's common stock. The term "group" and the concept of beneficial ownership shall have such meanings ascribed thereto as set forth in the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the regulations and rules thereunder. This payment will be made without regard to whether the Bank elects for a CIC Termination as set forth in Section 8(e).

2. Section 8(e) of the Employment Agreement is hereby deleted in its entirety and replaced with the following Section 8(e):

“By the Bank or the Executive within twelve (12) months of the closing of a Change of Control (CIC Termination).”

3. Except as otherwise modified herein, the Employment Agreement shall remain in full force and effect consistent with its terms.

4. This Amendment shall be governed by and construed according to the laws of the State of Florida.

5. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement as of the date first written above.


Professional Bank:

By:			/s/ Abel Iglesias

Abel Iglesias
Chief Executive
EXECUTIVE:

/s/ Ryan Gorney
Ryan Gorney

CHANGE IN CONTROL AGREEMENT

This AGREEMENT is made as of the 5th day of April 2022, between Professional Holding Corp., a Florida corporation (the "Corporation"), and Michael C. Sontag ("Officer").

Recitals

WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation and its shareholders to obtain the services of the Officer;

WHEREAS, the Corporation wishes to engage the services of Officer as the General Counsel of Professional Bank, a Florida banking corporation (the "Bank");

WHEREAS, Officer is expected to make a significant contribution to the management, profitability and growth of the Bank, and, consequently, of its parent, Professional Holding Corp. (the “Corporation” or “Parent”); and

WHEREAS, Officer is expected to possess an intimate knowledge of the Bank's business and affairs, including its policies, plans, methods, personnel and problems; and

WHEREAS, the Corporation and the Bank consider the continued employment of Officer to be in the best interests of the Corporation, the Bank and the shareholders of the Corporation, and desire to assure themselves of Officer's continued services on an objective and impartial basis and without distraction or conflict of interest in the event of any efforts to effect a change of ownership or control of the Corporation and/or the Bank; and

WHEREAS, Officer is willing to remain in the employ of the Bank upon the understanding that it will provide Officer with income security in the event of a change in

control of the Corporation and/or the Bank, upon the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the foregoing, the Corporation and Officer agree as follows:

1. CIC Severance Payment:

If a Change in Control occurs during the term of this Agreement, the Bank shall make or cause to be made a lump-sum payment to the Officer in an amount in cash equal to two (“2”) times the Officer’s annual compensation (the “CIC Severance Payment”). For this purpose annual compensation means (x) the Officer’s base salary when the Change in Control occurs plus (y) any cash bonus compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Officer under qualified or nonqualified plans. The amount payable to the Officer hereunder shall not be reduced to account for the time value of money or discounted to present value.

2. Definition Change in Control:

For purposes of this Agreement, a Change in Control shall mean a merger or acquisition in which the Parent or the Bank is not the surviving entity, or the acquisition by any individual or group of beneficial ownership of more than 50% of the outstanding shares of the Parent's or the Bank's common stock (the “Transaction”). The term "group" and the concept of beneficial ownership shall have such meanings ascribed thereto as set forth in the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the regulations and rules thereunder.

3. Termination of Agreement Prior To a Change In Control; Effect Of Agreement Prior To Or Following A Change In Control.

a. This Agreement shall remain in full force and effect unless and until the earlier of:

(i) its termination by the written agreement of the parties hereto; or

(ii) the termination of Officer's employment with the Bank and its subsidiaries and affiliates prior to a Change in Control in which case this Agreement shall terminate concurrently with the termination of Officer's employment and shall be of no further force or effect.

b. Employer's employment rights and obligations with respect to Officer are not affected by this Agreement prior to the occurrence of any event which constitutes a Change in Control. Subject to any employment agreement which may hereinafter be entered into between Officer and Employer, nothing contained in this Agreement shall be deemed to (i) require or imply any obligation on the part of Officer to continue in the employment of Employer prior to or following a Change in Control, (ii) require or imply any right on the part of Officer to continue in the employment of Employer prior to a Change in Control or (iii) limit in any way the right of Employer to terminate the employment of Officer, with or without Cause, at any time prior to a Change in Control. Notwithstanding anything to the contrary herein, nothing in this Section 3b. shall be construed to alter or limit in any way Employer's obligations under Section 4 in the event of a Change in Control.

4. CIC Severance Payment Following a Change in Control. In the event that a Change in Control occurs while this Agreement is in effect the Corporation shall pay to Officer any compensation, remuneration or other benefits then owed to Officer, and any payout required by Section 1 in one lump sum payment payable on the date of closing of the Transaction that triggers the Change in Control.

5. If Officer is employed by Employer on the Change in Control Date and, thereafter, Officer ceases to be employed by Employer due to Officer's death or Disability, then the CIC Severance Payment shall be payable to Officer, or Officer's estate or legal representative, as the case may be, within thirty (30) days of such cessation of employment and upon payment in full thereof, this Agreement shall terminate.

6. Certain Regulatory Considerations. Notwithstanding anything in this Agreement to the contrary:

a. any payments made to Officer pursuant to this Agreement or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. Sec. 1828(k) and any regulations promulgated thereunder;

b. if Officer is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Sections 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) or (g)(1)), (the "Act"), the obligations of the Corporation under this Agreement shall be suspended as of the date of service of such notice, unless stayed by appropriate proceedings. If the charges in such notice are dismissed, then immediately upon such dismissal, the obligations hereunder of the Corporation shall be reinstated, including, without limitation, the obligation to pay to Officer the CIC Severance Payment if a Change in Control has occurred;

c. if Officer is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Act (12 U.S.C. 1818 (e)(4) or (g)(1)), all obligations of the Corporation hereunder shall terminate as of the effective date of the order, but vested rights of the parties hereto shall not be affected;

d. if the Bank is in default (as defined in Section 3(x)(1) of the Act)(12 U.S.C. 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but this subsection d. shall not affect any vested rights of the parties hereto; and

e. except to the extent determined by the Federal Reserve Board or Florida Officer of Financial Regulation (the “FRB” or “OFR”) that the continuation of this Agreement is necessary for the continued operation of the Bank, all obligations under this Agreement shall be terminated at the time that (i) the FRB or OFR or the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Act (12 U.S.C. 1823(c)), (ii)the Director approves a supervisory merger to resolve problems related to operation of the Bank or (iii) the Bank is determined by the Director to be in an unsafe or unsound condition; provided, however, that any rights of the parties hereto that have already vested shall not be affected by such action.

7. Effect of Agreement on Other Rights. This Agreement shall not diminish or enhance other rights which Officer (or her estate, survivors, or heirs) may have under any other contract, employee benefit plan or policy of Employer except as expressly provided in this Agreement.

8. Arbitration.

a. All disputes under this Agreement shall be settled by arbitration in Miami, Florida, before a single arbitrator pursuant to the employment rules of arbitration (the "AAA Rules") of the American Arbitration Association (the "AAA"). Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 8. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall

be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the arbitrator shall award to the prevailing party all fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred as a result of any judicial proceedings relating to the specific enforcement of this Section 8 or judgment upon the award rendered by the arbitrator hereunder, in addition to any other relief to which the prevailing party may be entitled. For purposes of this Section 8, "attorneys' fees" shall include, without limitation, paralegal fees, investigative fees, administrative costs, and all other charges billed by the attorney to the prevailing party.

b. Notwithstanding subsection a. of this Section 8, to the extent that arbitration of a dispute hereunder is not legally permitted such that the parties to such dispute are prohibited at the time of such dispute from mutually agreeing to submit such dispute to arbitration, either party may commence a civil action in a court of appropriate jurisdiction to resolve such dispute. The prevailing party in such proceedings shall be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs, and expenses incident to appellate, bankruptcy and post-judgment proceedings) incurred in that action or proceeding, in addition to any other relief to which such party may be entitled.

c. Nothing contained in this Section 8 shall prevent the parties from settling any dispute by mutual agreement at any time.

8. Notices. All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail, return receipt requested, or personally delivered to the party entitled thereto at the address stated below or to such changed address as the addressee may have given by a similar notice:

If to Officer:

Michael C. Sontag, General Counsel

Professional Bank

5100 PGA Boulevard, Suite 101

Palm Beach Gardens, Florida 33418

Professional Bank

396 Alhambra Circle, Suite 255

Coral Gables, Florida 33134

Attn: President and CEO

9. Successors; Nonassignability.

a. Any successor (whether direct or indirect, by purchase, merger or consolidation or otherwise) to all or substantially all of the business or assets of the Corporation shall be bound by this Agreement in the same manner and to the same extent as the Corporation as if no such succession had taken place. As used in this Agreement, the term "Corporation" shall include any successor to all or substantially all of the Corporation's business or assets or which otherwise becomes bound by the terms and provisions of this Agreement, whether by the terms hereof, by operation of law or otherwise. Except as provided in this Section 9(a), this Agreement shall not be assignable by the Corporation.

b. All rights of Officer under this Agreement shall inure to the benefit of and be enforceable by Officer and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Officer should die while any amount would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided, shall be paid in accordance with the terms of this Agreement to her devisee, legatee or other designee or, if there be no such designee, to her estate.

10. Entire Agreement. This Agreement constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether oral or written, relating to such subject matter. Notwithstanding the foregoing, this Agreement does not supersede any benefits provided by the Corporation's employee benefit plans, including, without limitation, the Corporation's stock option and stock award plans, to employees, including the Officer, upon a change in control as defined in such plans or as provided in any agreement relating to a specific benefit or award under those plans.

11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

12. Modifications; Waiver. This Agreement may be modified, waived or amended at any time prior to a Change in Control by written agreement signed by Officer and the Corporation. Upon the occurrence of a Change in Control, no provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Officer and by such officer of the Corporation as may be specifically authorized and designated by the Board of Directors of the Corporation. No waiver by either party at any time of any breach by the other party 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 or conditions at the same or any prior to or subsequent time.

13. Withholding Taxes. The Corporation may withhold from the CIC Severance Payment all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

14. Governing Law. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Florida without giving effect to the principles of conflict of laws thereof.

15. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

CORPORATION:

Professional Holding Corp.

By: /s/ Herbert Martens

Chairman of the Board

OFFICER:

/s/ Michael Sontag