EMPLOYMENT AGREEMENT

1.

EMPLOYMENT AND DUTIES

1.1

Employment . The Bank agrees to employ the Employee, and the Employee agrees to be employed by the Bank, for the Employment Term (as defined herein), subject to the terms and conditions set forth herein.

1.2

Office. The Employee shall have the title of President and Chief Operating Officer of the Bank, or any other title as shall be determined by the Board of Directors of the Bank or its designee ("Board"). The Employee shall report generally to the Chief Executive Officer of the Bank or such other persons as designated by the Board.

1.3

Duties . Employee agrees to perform diligently and to the best of his ability the duties and services appertaining to any such office and such other duties as may be assigned to him from time to time by the Board. The Employee’s duties and responsibilities shall include such duties as are the type and nature normally assigned to similar senior officers of a financial institution of the size, type and stature of the Bank. Specifically, the Employee shall assume responsibilities as President and Chief Operating Officer of the Bank.

1.4

Extent of Services. The Employee shall devote the Employee’s entire time and efforts to the Bank’s business and affairs, and shall not engage in any other business activity for remuneration or compensation without the Bank’s prior written consent. This restriction is not intended to apply to the Employee’s supervision of any investments which may currently exist or be entered into, so long as these investments do not interfere with the Employee’s services to be rendered or cause a breach of the restrictions set forth in Sections 4 and 5 of this Agreement.

2.

TERM AND TERMINATION OF EMPLOYMENT

2.1

Term . Subject to the terms of Section 2.2, the initial term shall commence on the Effective Date of this Agreement and shall continue for two years ("Initial Term"), and thereafter, at the election of the Bank and the Employee, renew for successive one year terms (such Initial Term and any renewal thereof being referred to herein as the "Employment Term"); provided, however, either party may terminate this Agreement, with or without cause as defined herein, at the expiration of the Initial Term or any one year renewal term thereafter, upon written notice given to the other party at least ninety (90) days prior to the expiration of any such initial or renewal term hereunder. In connection with the termination by the Bank or Employee at the expiration of the initial term or renewal term and if the Bank or Employee fail to enter into a new employment agreement, the Bank hereby agrees to pay to Employee one (1) times Base Compensation in addition to such notice period and Employee hereby agrees to continue to be bound and subject to Sections 4 and 5 of this Agreement for one year following the date of such separation. In the event of the resignation of Employee after the first year of the Initial Term (although not contractually permitted), the Bank hereby agrees to pay Employee twelve (12) months Base Compensation on a monthly

basis after the effective date of such resignation and the Employee hereby agrees to be bound and subject to the Sections 4 and 5 of this Agreement.

2.2

Termination by the Bank or by Employee for Good Reason . Notwithstanding the provisions of Section 2.1, the Bank shall have the right to terminate the employment of Employee under this Agreement prior to the end of the Employment Term for any of the following reasons and subject to the following conditions:

2.2.1  

Termination by the Bank for Cause . The Bank shall have the right to terminate this Agreement at any time for "cause." The term "cause" shall mean:

(a)

A material breach of the terms of this Employment Agreement, including without limitation, failure by the Employee to perform his duties and responsibilities in the manner and to the extent required under this Agreement and/or failure to abide by the covenants set forth in Sections 4 and 5 herein, which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Employee by the Bank. Such notice shall (i) specifically identify the duties that the Board believes the Employee has failed to perform and (ii) state the facts upon which the Board made such determination;

(b)

Conduct by the Employee that amounts to fraud, dishonesty, willful misconduct, moral turpitude or other conduct reasonably expected to be detrimental to the Bank;

(c)

Arrest for, charged in relation to (by criminal information, indictment or otherwise), or conviction of the Employee during the term of this Agreement of a felony;

(d)

Conduct by the Employee that amounts to gross and willful insubordination or inattention to his duties and responsibilities hereunder; or

(e)

Conduct by the Employee that results in removal from his position as an officer or executive of the Bank pursuant to a written order by any regulatory agency with authority or jurisdiction over the Bank.

2.2.2 

Termination Without Cause by Bank or by Employee for Good Reason . The Bank is granted an option to terminate the Employee’s employment, without cause, upon 30 days prior written notice to the Employee. The Employee is granted an option to terminate the Employee’s Employment for "good reason," upon 30 days prior written notice to the Bank. "Good reason" means that in connection with a Change of Control Event:

(a)

Employee’s Base Compensation in effect immediately prior to the change is significantly reduced or there is a significant reduction or termination of Employee’s rights to any employee or officer benefit plan in effect immediately prior to the Change of Control Event;

(b)

Employee’s authority, duties or responsibilities are significantly reduced from those duties performed by Employee immediately preceding the Change of Control Event or Employee has reasonably determined that, as a result of a change in circumstances that significantly affects his employment with the Company or its Affiliates, he is unable to exercise the authority, power, duties and responsibilities performed by Employee, as of such date;

(c)

Employee is required to be away from his office in the course of discharging his duties and responsibilities under this Agreement significantly more than was required prior to the Change of Control Event; or

(d)

Employee is required to transfer to an office or business location located more than 60 miles from the location he was assigned to prior to the Change of Control Event.

2.3

Termination by Mutual Agreement . This Agreement can be terminated at any time upon mutual, written agreement of the parties.

2.4

Termination by Death . This Agreement will automatically terminate upon the death of the Employee.

2.5

Change of Control Events . A "Change of Control Event" means any of the following events:

(a)

Any merger, consolidation or share exchange that results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger consolidation; or

(b)

The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)(a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 35% or more of either (A) the then-outstanding shares of Stock of the Company (the "Outstanding Company Stock"), or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"). However, for purposes of this subsection (iii), the following acquisitions shall not give rise to a Change of Control Event; (A) any acquisition directly from the Company (either as an issuer or seller of treasury stock), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or an Affiliate, or (D) any acquisition by any corporation pursuant to a transaction that results in all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior to such transaction beneficially owning, directly or indirectly, more than 50% of the then-outstanding shares of Stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such transaction (which shall include, without limitation, a corporation that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Stock and Outstanding Company Voting Securities, respectively;

(c)

any sale of all or substantially all of the assets of the Company; or

(d)

the complete liquidation of the Company.

2.6

Effect of Termination . Upon termination of the Employee’s employment hereunder for any reason or unless this Agreement provides for otherwise, the Bank shall have no further obligations to the Employee or the Employee’s estate with respect to this Agreement, except for the payment of Base Compensation and bonus amounts, if any, accrued pursuant to Article 3 hereof and unpaid as of the effective date of the termination of employment, as applicable. Nothing contained herein shall limit or impinge upon any other rights or remedies of the Bank or the Employee under any othe