GLOBAL CONSUMER ACQUISITION CORP. AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2

Execution Copy

GLOBAL CONSUMER ACQUISITION CORP.

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

      AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of August 31, 2009, between Global Consumer Acquisition Corp., a Delaware corporation, its successors or assigns (the “ Company ”), and Laus M. Abdo (the “ Employee ”).

W I T N E S S E T H

      WHEREAS, the Company currently is in negotiations to acquire 1 ^st Commerce Bank, a Nevada-chartered non-member bank (the “ Transaction ”);

      WHEREAS , the Company and the Employee entered into that certain Employment Agreement, dated as of August 13, 2009 (the “ Original Employment Agreement ”), pursuant to which, among other things, the Company was to employ the Employee as the Chief Operating Officer of the Company following the occurrence of the transaction described therein

      WHEREAS, the Company and the Employee desire to amend and restate the Original Employment Agreement to read in its entirety as set forth in this Agreement and to provide, among other things, that the employment of the Employee shall commence following the consummation of the Transaction; and

      WHEREAS, the Employee’s agreement to be employed by the Company as of the Effective Date (as defined in Section 2 hereof) is a material inducement to the Company to enter into this Agreement as of the date hereof;

      NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

      1. POSITION AND DUTIES.

     (a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Operating Officer of the Company. In this capacity, the Employee shall have all duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Chairman (the “ Chairman ”) of the Board of Directors of the Company (the “ Board ”) shall designate from time to time that are not inconsistent with the Employee’s position as Chief Operating Officer of the Company. The Employee shall report to (1) the Chairman, (2) if, as and when requested by the Chairman, the Chief Executive Officer of the Company, (3) if, as and when requested by the Chairman, the President of the Company, and (4) the board of directors of any subsidiary he may serve hereunder

     (b) During the Employment Term, the Employee shall devote all of the Employee’s business time, energy and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company; provided , that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board in each instance, other for-profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s passive personal investments; so long as such activities do not, individually or in the aggregate, interfere or conflict with the Employee’s duties hereunder or create a potential conflict of interest; provided further , that the foregoing shall not prevent the Employee from participating in other non-passive activities if, as and when approved by the Board, in each instance. If the Board determines, in its sole discretion, that any outside activity or activities pose or will pose a conflict of interest, or that the time commitments required interfere with the performance of the Employee’s duties hereunder, even if previously approved, the Employee shall, at the request of the Board, cease such activities at the earliest available opportunity.

     (c) The Employee shall serve hereunder as an officer or director of any subsidiary or division of the Company that includes any portion of the Company’s Nevada commercial banking operations as requested by the Company from time to time without any additional compensation therefor. The Company may, without limiting its liability hereunder, cause any subsidiary to assume the Company’s obligations hereunder.

      2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee agrees to be so employed, for a term of three years (the “ Initial Term ”) commencing as of the Effective Date. Notwithstanding anything herein to the contrary, the Employee agrees that he shall not terminate this Agreement prior to the Effective Date; provided , that the Effective Date occurs no later than November 27, 2009 (or such later date as the Company may elect upon an extension by a majority of the Company’s shares at a meeting of the shareholders prior to November 27, 2009); provided further , that, prior to the Effective Date, the Employee shall agree to cooperate and permit the Company to use his name in regulatory filings that he has approved, which approval shall not unreasonably be withheld or delayed. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive 1-year periods (each a “ Renewal Term ”), provided , however , that either party hereto may elect not to extend the term of this Agreement by giving written notice to the other party at least 30 days prior to any such anniversary date. Notwithstanding the foregoing, the Employee’s employment hereunder may be earlier terminated at any time during the Initial Term or any Renewal Term in accordance with Section 8 hereof, subject to Section 9 hereof. The period of time between the Effective Date and the termination of the Employee’s employment hereunder for any reason shall be referred to herein as the “ Employment Term .” For purposes of this Agreement, “ Effective Date ” means the closing of the Transaction.

      3. BASE SALARY. During the Employment Term, the Company agrees to pay the Employee an annual base salary which initially shall be not less than $225,000 and, after the occurrence of the Step-Up Event, shall be not less than $350,000. The Employee’s Base Salary shall be payable in accordance with the regular payroll practices of the Company. The Employee’s Base Salary shall be subject to annual review by the Board (or a committee thereof), and may be increased, but not decreased below its then current level, from time to time by the

Board. For purposes of this Agreement, (i) the base salary as determined herein from time to time shall constitute “ Base Salary ”, and (ii) the “ Step-Up Event ” shall have occurred if and when each of the following statements shall be true (it being agreed, for the avoidance of doubt, that the Step-Up Event can only occur once): (A) the Company’s Nevada commercial banking operations shall have a loan portfolio consisting of loans with an aggregate value of more than $500,000,000, net of applicable reserves, charge-backs or other similar items, all as determined by the Board acting in good faith, (B) the entity housing the Company’s Nevada commercial banking operations ( i.e. , initially 1 ^st Commerce Bank) shall be an “eligible depository institution” within the meaning of 12 CFR 303.2(r) and the Company shall be a “well-managed” bank holding company within the meaning of 12 CFR 225.23 (c)(2), and (C) the Employee shall be continuously employed by the Company through the occurrence of the Step-Up Event.

      4. EQUITY AWARDS.

     (a) Subject to the approval of the awards by (i) the Board and (ii) the Company’s stockholders in connection with the solicitation of proxies for approval of the Transaction, the Employee shall receive (A) on the Effective Date, a one-time grant of a number of restricted shares of the Company’s common stock equal to $1,000,000 divided by the closing price of the Company’s common stock on the Effective Date, and (B) no later than 30 days after the occurrence of a Step-Up Event, another a one-time grant of a number of restricted shares of the Company’s common stock equal to $2,000,000 divided by the closing price of the Company’s common stock on the Effective Date (all restricted shares issued pursuant to this sentence being, the “ Restricted Stock ”). The Company hereby agrees that it will not solicit proxies or consents from its stockholders for approval of the Transaction unless the Company solicits proxies or consents from its stockholders to approve the issuance of the Restricted Stock concurrently therewith; provided , that the Employee is continuously employed by the Company through the date of such solicitation.

     (b) The Restricted Stock will vest 20% on each of the first, second, third, fourth and fifth anniversaries of the Effective Date, subject to the Employee’s continuous employment through each vesting date, except that the Restricted Stock shall immediately vest in full upon a Change in Control (as defined below). For the avoidance of doubt, all Restricted Stock shall have the same vesting date and schedule, such that, for example, 20% of any Restricted Stock issued after the first anniversary but before the second anniversary of the Effective Date shall be vested immediately upon issuance and shall for all purposes of this Agreement be treated as if it had vested on the first anniversary of the Effective Date.

     (c) The Employee agrees that, for a period of one year following each vesting date (each such period, a “ Lock-up Period ”), the Employee will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, the shares of the Company’s common stock that became or is deemed to have become vested on such vesting date; provided , however , that on each such vesting date (or, in the case of Restricted Stock issued after a vesting date, on the date of its issuance), the Employee shall be able to sell certain of his Restricted Stock to the extent the proceeds of each such sale will be applied exclusively towards the satisfaction of the portion of any tax liabilities that become due and payable that is directly attributable to the vesting of such shares of common stock; provided further , however , that the Employee shall not transfer the shares of common stock subject to

forfeiture, as provided in Section 8(c), without first delivering prior notice to the Company, then receiving written approval from the Company, which approval shall not unreasonably be withheld or delayed. For the avoidance of doubt, the shares of common stock subject to a Lock-up Period shall not be Restricted Stock and are not subject to forfeiture, except as otherwise provided in Section 8(c). Each Lock-up Period shall survive the termination of the Employee’s employment hereunder. The Restricted Stock will be subject to the terms of a restricted stock agreement to be entered into between the Employee and contain such other provisions as determined necessary by the Board, which provisions shall not be inconsistent with the terms set forth in this Agreement.

     (d) For purposes of this Agreement, a “ Change in Control ” means the acquisition, directly or indirectly, in one or more transactions, by any person or group of persons acting in concern, of 50% or more of the then outstanding voting securities of the Company or the power to cause the election of a majority of the members of the Board.

     (e) During the Employment Term, the Employee shall be eligible to receive other equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which the Company’s senior executives are generally eligible. The level of the Employee’s participation in any such plan, if any, shall be determined in the sole discretion of the Board from time to time.

      5. TRANSACTION BONUS . Within 10 days following the Effective Date, the Company shall pay to the Employee a lump sum cash payment in the amount of $100,000. Within 30 days after the occurrence of the Step-Up Event, the Company shall pay to the Employee an additional lump sum cash payment in the amount of $400,000 provided, that the Employee is continuously employed by the Company through the occurrence of the Step-Up Event.

      6. ANNUAL BONUS. During the Employment Term, the Employee shall be eligible to receive an annual discretionary incentive payment under the Company’s annual bonus plan as in effect from time to time (the “ Annual Bonus ”), upon the attainment of one or more pre-established performance goals established by the Board of the Company’s Compensation Committee.

      7. EMPLOYEE BENEFITS.

     (a)  BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally from time to time in accordance with, and subject to, the terms and conditions thereof, including satisfying the applicable eligibility requirements. Notwithstanding the foregoing, the Company may in its sole discretion modify or terminate any employee benefit plan at any time.

     (b)  VACATIONS. During the Employment Term, the Employee shall be entitled to four weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time. The Employee agrees that any vacation taken by the Employee during the Employment Term

shall be taken at times which are mutually determined by the Chairman and the Employee not to interfere, in any material respect, with the Employee’s performance of his duties hereunder.

     (c)  BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, the Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable business and entertainment expenses incurred in connection with the performance of the Employee’s duties hereunder and the Company’s policies with regard thereto.

      8. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:

     (a)  DISABILITY. Upon written notice by the Company to the Employee of termination due to Disability. For purposes of this Agreement, “ Disability ” shall be defined as the inability of the Employee to have performed the Employee’s material duties hereunder due to a physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any 365-day period.

     (b)  DEATH. Automatically on the date of death of the Employee.

     (c)  CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “ Cause ” shall mean:

     (i) the Employee’s willful misconduct or gross negligence in the performance of the Employee’s duties to the Company that has or could reasonably be expected to have an adverse effect on the Company that, if curable, is not cured within 30 days of the giving of written notice thereof to the Employee;

     (ii) the Employee’s repeated refusal or failure to perform the Employee’s duties to the Company or to follow the lawful directives of the Board (other than as a result of death or a physical or mental incapacity), which refusal or failure continued for at least 30 days following the giving of written notice of demand for substantial performance to the Employee;

     (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude;

     (iv) the Employee’s embezzlement or misappropriation of corporate funds or other acts of theft, fraud, malfeasance, self-dealing, dishonesty or breach of fiduciary duty in connection with the performance of the Employee’s duties to the Company;

     (v) the Employee either not receiving approval from the Bank Regulators to serve as the Chief Operating Officer of the Company or later being determined by the Bank Regulators to be unsuitable to serve in such capacity. “ Bank Regulators ” shall mean the Federal Deposit Insurance Corporation or any successor thereto, the Office of the Nevada Division of Banking, or any other federal or state regulatory agency with authority over the Company or 1 ^st Commerce;

     (vi) breach of Section 11 of this Agreement; or

     (vii) material breach of any other Section of this Agreement or any other agreement with the Company, or a violation of the Company’s code of conduct or other written policy that, if curable, is not cured within 30 days of the giving of written notice thereof to the Employee.

     (d)  WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than for death or Disability).

     (e)  GOOD REASON. Upon written notice by the Employee to the Company of a termination for Good Reason. “ Good Reason ” shall mean the occurrence of any of the following events without the written consent of the Employee, unless such events are fully corrected in all material respects by the Company within 30 days following its receipt of the written notification by the Employee to the Company described below:

     (i) material diminution in the Employee’s Base Salary; or

     (ii) relocation of the Employee’s primary work location outside Clark County, Nevada.

Any claim of any such event as “Good Reason” shall be deemed irrevocably waived by the Employee unless: (x) the Employee delivers written notice to the Board of his intent to resign from his employment hereunder for Good Reason within 60 days following the date on which the event the Employee claims constitutes Good Reason occurs, which notice shall specifically identify the facts and circumstances the Employee claims constitutes Good Reason, and (y) the Employee resigns from his employment hereunder for Good Reason within 150 days following the date on which the event the Employee claims constitutes Good Reason occurs.

     (f)  WITHOUT GOOD REASON. Upon 30 days’ prior written notice by the Employee to the Company of the Employee’s voluntary termination of employment without Good Reason; provided , that upon receipt of such notice the Company may, in its sole discretion, make such termination effective at an earlier date and the termination shall still be treated as a voluntary termination by the Employee without Good Reason.

     (g)  EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 2 hereof.

      9. CONSEQUENCES OF TERMINATION.

     (a)  DEATH. In the event that the Employee’s employment and the Employment Term ends on account of the Employee’s death, the Employee’s estate shall be entitled to the following:

     (i) any unpaid Base Salary through the date of termination, paid in accordance with the regular payroll practices of the Company;

     (ii) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination;

     (iii) reimbursement for any unreimbursed business expenses incurred through the date of termination pursuant to, and paid in accordance with, Sections 7(c) and 24(b)(iii) of this Agreement;

     (iv) any accrued but unused vacation time paid in accordance with Company policy; and

     (v) such vested accrued benefits, if any, as to which the Employee may be entitled under the Company’s employee benefit plans and programs applicable to the Employee as of the date of termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (collectively, Sections 9(a)(i) through 9(a)(v) hereof shall be hereafter referred to as the “ Accrued Benefits ”).

For the avoidance of doubt, in the event that the Employee’s employment and the Employment Term ends on account of the Employee’s death, any unvested shares of Restricted Stock shall be forfeited.

     (b)  DISABILITY. In the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability, the Company shall pay or provide the Employee with the Accrued Benefits. For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability, any unvested shares of Restricted Stock shall be forfeited.

     (c)  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment is terminated (i) by the Company for Cause, (ii) by the Employee without Good Reason, or (iii) as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay to the Employee the Accrued Benefits, and, if the Employee’s employment is terminated on account of Section 9(c)(i) during the Employment Term or Section 9(c)(ii) through the fifth anniversary of the Effective Date, the Employee shall forfeit and transfer to the Company at no cost (other than any amounts the Employee paid to acquire such shares) 50% of the shares of Restricted Stock vested (subject to reduction for any amount of tax liability incurred by the Employee with respect to that 50% of the shares); provided , that the Employee has not made an election with respect to the shares of Restricted Stock under Section 83(b) of the Code (as defined in Section 24(b)), as of the date of termination (including any shares subject to a Lock-up Period), and, for the avoidance of doubt, any unvested shares of Restricted Stock shall be forfeited.

     (d)  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS