Terms of Employment Arrangement between Bay National Bank and Mark A. Semanie

Executive Employment Agreement

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Title: Terms of Employment Arrangement between Bay National Bank and Mark A. Semanie
Date: 3/30/2006

EXHIBIT 10.4

Terms of Employment Arrangement

between Bay National Bank

and Mark A. Semanie

Mr. Semanie is employed on an at will basis at a rate of pay of $180,000 as of January 1, 2006. Mr. Semanie is also eligible for incentive bonuses at the discretion of the Compensation Committee

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