This AGREEMENT (the “Agreement”) is made as of April 18, 2005, by and between Boston Private Financial Holdings,
Inc., a Massachusetts corporation with its headquarters located in Boston, Massachusetts (the “Employer”), and Steven D.
Hayworth (the “Executive”), which shall be effective at the Effective Time of the Merger (as defined in the Agreement and Plan
of Merger by and between the Employer and the Bank (as defined below) dated as of April 18, 2005 (the “Merger Agreement”)).
In the event that the Effective Time shall not occur, this Agreement shall be void ab initio and of no further force and effect.
In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
WHEREAS, at the Effective Time, the Employer will acquire Gibraltar Bank, in Coral Gables, Florida (the “Bank”);
WHEREAS, following the Effective Time, the Employer will continue to operate the Bank under the name Gibraltar Bank;
WHEREAS, the Executive is currently employed by the Bank pursuant to the Employment Agreement dated as of
January 1, 2004 by and between the Bank, Gibraltar Financial Corporation and the Executive (the “Prior Agreement”);
WHEREAS, following the Effective Time, the Employer desires to continue to employ the Executive who, up until the
Effective Time, served as the Bank’s Founder, President and Chief Executive Officer, and the Executive desires to be employed
by the Employer;
WHEREAS, the Executive acknowledges that, in his position he will be given access to and will help develop trade secrets,
valuable confidential business or professional information, substantial customer relationships and customer good will on behalf
of the Bank and the Employer;
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Employer and the Executive
agree as follows:
1. Employment . The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer
on the term