FIRST PEOPLES BANK
AMENDED & RESTATED
CHANGE IN CONTROL AGREEMENT
THIS AMENDED & RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and
between First Peoples Bank (“Employer”) and Marge Riley (“Employee”).
WHEREAS, in recognition of Employee’s prior and continuing contribution to Employer, Employer wishes to protect
Employee’s position therewith in the manner provided in the Agreement in the event of a Change in Control of either the
Employer or its holding company, FPB Bancorp, Inc. (“FPB”).
NOW, THEREFORE, in consideration of Employee’s position as the Employer’s Executive Vice President and Chief
Operating Officer and Employee’s contribution and responsibilities, Employer hereby agrees to provide Employee with certain
severance benefits as specifically provided herein.
SECTION 1 – DEFINITIONS
(a) “Change in Control” means an event that would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or any successor
disclosure item; provided that, without limitation, such a Change in Control (as set forth in 12 U.S.C. Section 1841 (a)(2) of the
Bank Holding Company Act of 1956, as amended) shall be deemed to have occurred if any person (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than any person who on the date hereof is a director or officer of Employer
or FPB: (i) directly or indirectly, or acting in concert through one or more other persons, owns, controls, or has power to vote
25% or more of any class of the then outstanding voting securities of Employer or FPB; or (ii) controls in any manner the
election of the directors of Employer or FPB. For purposes of this Agreement, a “Change in Control” shall be deemed not to
have occurred in connection with a reorganization, consolidation, or merger of Employer or FPB whereby the stockholders of
Employer or FPB, immediately before the consummation of the transact