EMPLOYMENT AGREEMENT

Directors, including those specifically set forth on Exhibit A herein. Employee shall report directly to the Holding Company’s Chairman and Chief Executive Officer.

3.             Holding Company’s Authority. Employee agrees to observe and comply with the Holding Company’s policies and procedures as adopted by the Board of Directors regarding performance of his duties and to carry out and to perform orders, directions and policies stated by the Board of Directors to him periodically, either orally or in writing.

4.             Compensation.

(a)           The Holding Company, through the Bank, agrees to pay to Employee during each year of this Agreement an annual base salary of $375,000, beginning on the date first set forth above and payable in accordance with the Bank’s standard biweekly payroll policy and subject to such withholding as required by law or policy. The base salary shall be reviewed annually by the Bank’s Board of Directors or a duly authorized committee thereof, on or before January 31 or each year for that year, and may be changed by mutual agreement of the parties.

(b)           The Holding Company, through the Bank, also agrees to pay a bonus of $100,000 upon the execution of the Agreement, which is specifically conditioned on the Employee’s continued employment with the Bank for three (3) years in accordance with the terms of this Agreement. Employee hereby acknowledges and agrees that if either (i) he should voluntarily elect to terminate his employment hereunder for other than good reason (as defined herein or (ii) if Employee is terminated by the Holding Company or the Bank for cause (as defined in each employment agreement), in either circumstances, Employee shall immediately return to the Bank the portion of the $100,000 bonus which is equal to the product of $100,000 times the remaining percentage of the three year Term (calculated by the number of days based on a 365 day year) that Employee did not fulfill with the Holding Company and the Bank.

(c)           The Employee will become eligible to receive from the Bank a bonus or bonuses, which may be comprised of Holding Company stock options and restricted stock awards with an established minimum target of 50% of base compensation, in each case, in such amount as, in such a manner as, and at such time as, the Board of Directors of the Holding Company or the Bank or a duly authorized committee thereof, as the case may be, in its discretion, determines is appropriate.

(d)           The Holding Company, through the Bank, shall provided a car allowance of $1,000 per month during the Employment Period.

(e)           During the Employment Period, Employee shall be eligible to participate in any retirement, pension or profit-sharing plan, including any non-qualified, deferred compensation or salary continuation plan, or similar employee benefit plan or retirement or bonus program of the Holding Company and its subsidiaries, to the extent that he is eligible under the provisions of the plan and commensurate with his position in relationship to other participants and pursuant to the terms of the plans or programs of the Holding Company and its subsidiaries.

(f)            The Holding Company, through the Bank, shall provide medical, dental and other insurance, including key man life and disability, for Employee on the same terms as provided for all executive officers of the Holding Company and its subsidiaries.

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(g)           In addition to Employers’ designated holidays, Employee shall be permitted to take paid personal time off of not less than four (4) weeks per calendar years. None of such personal time off shall accrue nor shall any balance of such personal time off be owed to Employee at any time.

(h)           Notwithstanding any provision herein to the contrary, to the extent that payments and benefits, as provided by this Agreement, including, without limitation, base salary and other employee benefits paid and provided hereunder pursuant to Section 4, the Severance Payment paid and provided hereunder pursuant to Section 9, death benefits provided hereunder pursuant to Section 11, sums owed in respect of accrued bonus, if any, and reimbursable expenses, are paid to or received by Employee under the Bank Employment Agreement, all such payments and benefits, to the extent paid by the Bank, will be subtracted from any amount due simultaneously to Employee under similar provisions of this Agreement.

5.             Reimbursement of Expenses. The services required by the Holding Company and its subsidiaries will require Employee to incur business, entertainment and community relations expenses and the Holding Company or its subsidiaries hereby agrees to provide credit cards and charge accounts for Employee’s use for such expenses. The Holding Company or its subsidiaries agrees to reimburse Employee for all out-of-pocket expenses, which are business related, upon submission of appropriate documentation and approval by the Chairman and Chief Executive Officer of the Holding Company. Such expenses may include membership fees and dues to organizations approved by the Chairman of the Board and Chief Executive Officer. Each expense, to be reimbursed, must be of a nature qualifying it as a proper deduction on the income tax returns of the Holding Company as a business expense and not as deductible compensation to Employee. The records and other documentary evidence submitted by Employee to the Holding Company or its subsidiaries with each request for reimbursement of such expenses shall be in the form required by applicable statutes and regulations issued by appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Holding Company and not as deductible compensation to Employee.

6.           Confidential Information. Employee agrees that he shall not, without the prior written permission of the Holding Company in each case, publish, disclose or make available to any other person, firm or corporation, either during or after the termination of this Agreement, any confidential information which Employee may obtain during the Employment Period, or which Employee may create prior to the end of the Employment Period relating to the business of the Holding Company and its subsidiaries, or to the business of any customer or supplier of any of them; provided, however, Employee may use such information during the Employment period for the benefit of the Holding Company and its subsidiaries. Employee agrees to execute any and all such additional agreements and instruments that the Holding Company may deem reasonably necessary in order to protect the confidentiality of such confidential information or otherwise to effectuate the purpose and intent of this Section 6. Prior to or at the termination of this Agreement, Employee shall return all documents, files, notes, writings and other tangible evidence of such confidential information to the Holding Company and its subsidiaries. This section 6 shall survive the expiration or termination of this Agreement.

7.          Covenant Not to Solicit Customers or Fellow Employees. Employees agrees that for a period of eighteen (18) months following the termination employment with the Holding Company, he will not solicit, directly, or indirectly, divert or attempt to divert for himself or

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for any third party, the business of any customer with whom the Holding Company and its subsidiaries had done business during the preceding one year period. Employee recognizes and acknowledges that any customer list and financial information concerning any of the Holding Company’s customers, as it may exist from time to time, is a valuable, special and unique asset of the Holding Company’s business. Employee further agrees not to solicit or employ, directly or indirectly, divert or attempt to divert for himself or for any third party, the services of any officer or employee of the Holding Company and its subsidiaries during such 18-month period. Employee agrees to execute any and all such additional agreements and instruments that the Holding Company may deem reasonably necessary in order to effectuate the purpose and intent of this Section 7. This Section 7 shall survive the expiration or termination of this Agreement.

8.             Remedy. Employee understands that, because of the unique character of the services to be rendered by Employee hereunder, the Holding Company would not have any adequate remedy at law for the breach or threatened breach by Employee of any one or more of the covenants set forth in this Agreement and therefore expressly agrees that the Holding Company in addition to any other rights or remedies which may be available to it, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by Employee.

9.             Termination of Employee without Cause.

(a)           Upon the occurrence of an Event of Termination (as herein defined) during Employee’s Term of employment under this Agreement; the provisions of this Section shall apply.

(b)           As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company of Employee’s full-time employment hereunder for any reason other than a termination governed by Section 12 below, or Termination for Cause, as defined in Section 10 below; (ii) Employee’s termination with good reason from the Holding Company’s employ in accordance with Section 9(c) below upon any (A) failure to elect or reelect or to appoint or reappoint Employee to the positions he has been appointed to pursuant to Section 2, unless consented to by the Employee, (B) a material change in Employee’s function, duties, or responsibilities with the Holding Company or its subsidiaries, which change would cause Employee’s position to become one of substantially lesser responsibility, importance, or scope from the position and attributes thereof described in Section 2 above, including Exhibit A hereof, unless consented to by Employee, (C) a relocation of Employee’s  principal place of employment by more than 30 driving miles from its location at the effective date of this Agreement, unless consented to by the Employee, (D) a material reduction in the benefits and perquisites to Employee from those being provided as of the effective date of this Agreement, unless consented to by Employee or (E) a liquidation or dissolution of the Holding Company.

(c)           Upon the occurrence of any event of a type described in clauses (ii)(A), (B), (C), (D), (E) or (F), of Section 9(b), Employee shall have the right to terminate with good reason his employment under this Agreement by delivering written notice to the Holding Company not less than sixty (60) days following the occurrence of such event, which termination with good reason shall be effective only if such event shall not be cured within thirty (30) days after Holding Company’s receipt of such notice. The date of any Event of Termination shall be referred to herein as the “Date of Termination”

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(d)           Upon the occurrence of an Event of Termination by the Holding Company, the Holding Company, through the Bank, shall pay to Employee an amount equal to his base salary for the remaining portion of the Term (such payment, the “Severance Payment”), as severance pay in lieu of and in substitution for any other claims for salary and continued benefits hereunder (based on Employee’s base salary and benefits prevailing at the time of termination). At the election of the Employee, the Severance Payment shall be made to Employee: (i) in a lump sum on the Date of Termination, or (ii) on a bi-weekly basis in approximately equal installments over a period ending not later than the date that is 2-1/2 months following the last day of the calendar year in which the Date of Termination occurs. Payment of the Severance Payment shall be in addition to all other sums owed to Employee under applicable law for all periods prior to the Date of Termination, including, without limitation, sums owed in respect of accrued bonus, if any, and reimbursable expenses. Notwithstanding anything in this Agreement to the contrary, no bonus shall be deemed to have been accrued unless and until any such bonus has been duly authorized by the Holding Company’s Board of Directors or a duly authorized committee thereof. Accrued bonuses shall mean the bonus amount(s) determined in accordance with Section 4(c) hereof.

(e)           With respect to any stock options issued to the Employee that were outstanding on the Date of Termination, any options which were not exercisable on the Date of Termination shall automatically become exercisable upon the Date of Termination, and shall remain exercisable in full for a period of thirty (30) days.

(f)            Upon the occurrence of an Event of Termination, the Holding Company, through the Bank, will cause to be continued for the Employee and his previously covered dependents life, medical, dental and disability coverage that the Employee agrees is substantially equivalent to the coverage maintained by the Holding Company or its subsidiaries for Employee and his dependents prior to the Date of Termination at no cost to the Employee, to the extent, if any, that the insurance carrier(s) will allow, and except to the extent such coverage may be changed in its application to all employees of the Holding Company and its subsidiaries. If this coverage is not available, the Holding Company will cause the Bank to pay to Employee an amount equal to the monthly premiums paid to the carrier for the coverage that was in force prior to the Date of Termination for the remaining Term of this Agreement.

10.           Termination of Employee for Cause. The Board of Directors may terminate Employee’s employment at any time, but any termination by the Board of Directors for other than cause shall not prejudice the Employee’s right to compensation or other benefits under this Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for cause. Termination for cause shall include termination because of the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final regulatory cease and desist order, or material breach of any provision of this Agreement.

11.           Termination Upon Employee’s Death: Effect of Termination on Other Plans. Notwithstanding anything herein contained, if Employee shall die, this Agreement shall terminate one (1) year from the date of Employee’s death, whereupon Employee’s estate shall be entitled to receive, through the Bank, his salary, and any bonus earned up through the date of termination. Such termination shall not affect any rights which Employee may have at the time of his death pursuant to any of the Holding Company or its subsidiaries’ plans or arrangements for

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insurance, stock options, or for any other death benefit, bonus, or retirement benefit, which accrued rights thereafter shall be enjoyed by Employee’s estate and continue to be governed by the provision of such plans and arrangements to the extent they are not inconsistent with the terms of this Agreement. The Holding Company, through the Bank, will cause to be continued for the Employee’s previously covered dependants life, medical and dental coverage that is sub