Board Uses in For Cause Termination Clause

For Cause Termination from Employment Agreement

THIS EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of February 28, 2000, by and among Republic Bancshares, Inc., a corporation organized and existing under the laws of the State of Florida (Company), Republic Bank, a commercial bank organized and existing under the laws of the State of Florida and a wholly owned subsidiary of the Company (Bank), and William R. Klich (Executive).

For Cause Termination. The Board may terminate the Executives employment at any time, but any termination by the Board other than termination for cause shall not prejudice the Executives right to compensation or other benefits under this Agreement. Termination for cause shall mean termination because of the Executives death, physical or mental inability or incapacity to perform essential functions of his job, personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional and repeated failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the Banking industry.