b.             The Bank shall have the right to deduct from any payment of compensation to the Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by the Executive.

4.             The Bank shall reimburse the Executive for all reasonable expenses, including, but not limited to, travel expenses, lodging expenses, and meals and entertainment expenses, that the Executive may incur in the performance of his duties and obligations under this Agreement; provided, however, that the Executive shall be required to submit receipts or other acceptable documentation to a person designated by the Board of Directors to verify such expenses prior to any reimbursements in accordance with the Bank’s expense policy.

5.             If, during the term of this Agreement, the Bank adopts a plan providing life insurance benefits to other Bank employees, the Executive shall be entitled to participate in the Bank’s life insurance benefit plan to the full extent that it is available to other Bank employees.

6.             The Board of Directors or a delegated committee shall review the amount of the Executive’s compensation, including his base salary, not less than annually and shall consider increases to such base salary as a result of such review.  Increases, if any,  would be designed to provide reasonable base salary adjustments, all in the discretion of the Board of Directors or such committee and consistent with safe and sound banking practices; provided however that the Executive’s base salary and bonuses shall not be less than the amounts set forth in Paragraph 3 at any time during the term of this Agreement; provided, however, in the event that the Bank’s performance (i.e. as demonstrated by asset growth, profitability or other measure of performance as set forth above ) does not support the continued payments of the amounts set forth in Paragraph 3 then the Board of Directors shall have the discretion to reduce those amounts in order to strengthen such performance.

7.             Executive shall be entitled to receive employee and dependent health insurance, dental insurance, paid sick leave and four (4) weeks of paid vacation per year, and any additional benefits provided to all Bank employees.  The Bank also shall provide the Executive with term life insurance coverage at the Bank’s expense in an initial amount of 2.00 times the Executive’s annual base salary, and having a term not less than one year, which life insurance benefit will be provided only for so long as the Executive is employed by the Bank.  If, during the term of this Agreement, the Bank adopts a plan providing life insurance benefits to other Bank employees and the maximum coverage under such plan exceeds the maximum permissible coverage provided by this Paragraph, then notwithstanding the provisions of this Paragraph, the Executive shall be entitled to participate in the Bank’s life insurance benefit plan to the full extent that it is available to other Bank employees.  All employee benefits provided to the Executive by the Bank incident to the Executive’s employment shall be governed by the applicable plan documents, summary plan descriptions or employment policies, and may be modified, suspended or revoked at any time, in accordance with the terms and provisions of the applicable documents.

8.             The parties hereto acknowledge that the compensation set forth herein and the other covenants and agreements of the Bank contained herein are fair and adequate compensation for the Executive’s services and for the covenants of the Executive as set forth herein.

B.  RESPONSIBILITIES

9.             The Executive shall be employed as the Chief Executive Officer of the Bank and shall faithfully devote best efforts and primary focus to the position(s) with the Bank.

10.           The Executive acknowledges and agrees that the duties and responsibilities of the Executive required by the position are wholly within the discretion of the Board of Directors, and may be

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modified, or new duties and responsibilities imposed by the Board of Directors, at any time, without the approval or consent of the Executive.  However, these new duties and responsibilities may not constitute immoral or unlawful acts.  In addition, the new duties and responsibilities must be consistent with the Executive’s position in a financial institution.

11.           The Executive acknowledges and agrees that, during the term of this Agreement, he has a fiduciary duty of loyalty to each of the Bank and the Company, and that he will not engage in any activity during the term of this Agreement, which will or could, in any significant way, harm the business, business interests, or reputation of the Bank or the reputation of the Board of Directors.

C.  NONINTERFERENCE, CONFIDENTIALITY AND NON-COMPETITION

12.           The Executive acknowledges that, as part of his employment with the Bank, he will become familiar with the salary, pay scale, capabilities, experience and, skill of the Bank’s employees.  The Executive agrees to maintain the confidentiality of such information.  The Executive further covenants and agrees that, for a period of one year subsequent to the termination of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment with the Bank.  For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring.

13.           In his position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any).  The Executive hereby agrees and acknowledges that such Proprietary Information is unique and valuable to the Bank’s business and that the Bank would suffer irreparable injury if this information were publicly disclosed.  Therefore, the Executive agrees to keep in strict secrecy and confidence, both during and after the period of his employment, any and all Proprietary Information which the Executive acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank, until such time as such Proprietary Information becomes generally known to the public other than pursuant to a breach of this Paragraph 16 by the Executive.  The Proprietary Information covered by this Agreement shall include, but shall not be limited to: (i) the identities of the Bank’s existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information about the Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers and vendors; (vii) training programs developed by the Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) the Bank’s financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of the Bank and its suppliers and vendors; and (xiv) computer programs and software developed by the Bank or its consultants.  The provisions and agreements entered into herein shall survive the term of the Executive’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed.

14.           The Executive shall not directly or indirectly engage in competition with the Bank at any time during the existence of the employment relationship between the Bank and the Executive, and the Executive will not on his own behalf, or as another’s agent or employee, engage in any of the same or

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similar duties and/or Bank-related responsibilities required by the Executive’s position with the Bank, other than as an employee of the Bank pursuant to this Agreement or as specifically approved by the Board of Directors.  In addition, without the prior written consent of the Board of Directors, Executive shall not usurp for himself any corporate opportunity available to the Bank.

15.           The Executive expressly represents that he has no agreements with, or obligations to, any party which conflict, or may conflict, with the interests of the Bank or with the Executive’s duties as an employee of the Bank.

16.           The Executive acknowledges that the special relationship of trust and confidence between him, the Bank, and its clients and customers creates a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its clients and customers.  The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps to protect itself from the risk of such misappropriation.  The Executive further acknowledges that, at the outset of his employment with the Bank and throughout his employment with the Bank, the Executive will be provided with access to and informed of Proprietary Information, which will enable him to benefit from the Bank’s goodwill and know-how.

17.           The Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with the Bank, to disclose and/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company.  The Executive also acknowledges that, in exchange for the Covenants set forth in this Agreement, he has received substantial, valuable consideration, including:  (i) confidential trade secret and proprietary information relating to the identity and special needs of the Bank’s current and prospective customers, the Bank’s current and prospective services, the Bank’s business projections and market studies, the Bank’s business plans and strategies, the Bank’s studies and information concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this Agreement.  The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth herein.

18.           Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described in Paragraph 22(c) or (d), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor, beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the business of the Bank or any of its subsidiaries, as such business has been conducted during the Executive’s employment with the Bank, within twenty (20) miles of the primary office of Executive upon the termination of Executive’s employment with the Bank.  It is the parties’ desire that these restrictions be enforced to the fullest extent allowed by law.

19.           The Executive agrees that the restrictions set forth in Paragraph 18 above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by Paragraph 18 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Bank.  The Executive further agrees that such restrictions do not create undue hardship for him or for the public.  The provisions in this Section D are not intended to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition.  Nothing herein will prohibit the Executive’s (i) beneficial ownership of less than 5% of the

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publicly traded capital stock of a corporation listed on a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments.  The Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods.  The Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by applicable law, then such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable law.  The Executive understands that his obligations under this Section D shall not be assignable by him.

20.           The Executive acknowledges that the covenants set forth in this Section D are a material inducement for the Bank to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder.  The parties agree that the existence of any claim or cause of action of Executive against the Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Bank of such covenants. The covenants contained in this Section D will not be affected by any breach of any other provision hereof by any party hereto.  In addition, Executive’s obligations under these provisions shall survive the termination of this Agreement and Executive’s employment with the Bank.  Executive’s obligations in this Section D are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he may have to Bank under general legal or equitable principles, or other the Bank policies.

D.  REMEDIES

21.           In the event that the Executive violates any of the provisions set forth in this Agreement relating to Section D, Executive acknowledges that the Bank would suffer immediate and irreparable harm and would not have an adequate remedy at law for money damages.  Accordingly, Executive agrees that, without the necessity of proving actual damages or posting bond or other security, the Bank shall be entitled to temporary or permanent injunction or injunctions to prevent breaches of such performance and to specific enforcement of such covenants in addition to any other remedy to which the Bank may be entitled, at law or in equity.  In such a situation, the parties agree that the Bank may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation of any of the provisions set forth in this Agreement relating to Section D, and the pursuit of any particular remedy or remedies shall not be deemed an election of remedies or waiver of the right to pursue any other remedy.  To the extent that the provisions of this Paragraph 23 could be read to increase the geographic, temporal or other scope of the restrictions set forth in this Agreement relating to Section D, such reading is not intended by the parties.

E.  TERMINATION

22.           This Agreement shall be terminated by the Bank or the Executive as follows:

a.             Termination for Cause.  The Bank may terminate this Agreement at any time for cause.  “Cause” as used in this Agreement shall be defined as the occurrence of one of the following events:

(i)            The determination by the Board of Directors, in its reasonable discretion, that Executive has violated any provision of this Agreement or is grossly negligent in the performance of his duties hereunder, and has failed to cure such violation or the effects of such gross negligence within thirty (30) business days after written notice to the Executive by the Bank specifying in reasonable detail the alleged violation;

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(ii)           The determination by the Board of Directors, in its reasonable discretion, that (a) Executive has failed to follow the policies adopted by the Board of Directors and has failed to cure such failure within thirty (30) days after written notice to the Executive by the Bank specifying in reasonable detail the alleged failure; or (b) Executive has engaged in such actions or omissions that would constitute unsafe or unsound banking practices;

(iii)          The Executive is convicted of a misdemeanor involving moral turpitude or any felony;

(iv)          The determination by the Board of Directors, in its reasonable discretion, that the Executive has engaged in gross misconduct in the course and scope of his employment with the Bank including indecency, immorality, insubordination, dishonesty, unlawful harassment, use of illegal drugs, or fighting;

(v)           The determination by the Board of Directors, in its reasonable discretion , that the Executive’s job performance is substantially unsatisfactory and that Executive has failed to cure such performance within thirty (30) business days after written notice to the Executive by the Bank specifying in reasonable detail the nature of the unsatisfactory performance; or

(vi)          The Executive is prohibited from engaging in the business of banking or from being an officer or director of a public company by any governmental regulatory agency having jurisdiction over the Bank.

In the event of termination of this Agreement for Cause, the Bank shall have no liability to the Executive for any additional payments of salary or any benefits beyond the termination date, as except as otherwise required by law.  Any and all unvested stock or options to acquire stock shall be terminated and cancelled as of the termination date.  All vested options must be exercised by the Executive within ninety (90) days of the termination date and shall expire and be cancelled thereafter.

b.             Termination in the Best Interest of the Bank.  The Bank may terminate this Agreement at any time if, in the reasonable discretion of the Board of Directors, it is determined that this Agreement or the Employment of the Executive may prevent or otherwise encumber the Bank’s ability to enter into any agreement or transaction that is in the best interest of the Bank.  In the event of termination of this Agreement in the best interest of the Bank, subject to Executive first executing the Separation Agreement that is attached hereto as Exhibit C and that Separation Agreement becoming fully effective pursuant to its terms, then Exe