EXHIBIT
        10.5

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      This
        EXECUTIVE
        EMPLOYMENT AGREEMENT
        (“Agreement”) is made and entered into as of this ___ day of __________, 2006,
        by and between Solera Bank, a national banking association (“Bank”), and Robert
        J. Fenton, an individual resident of the State of Colorado
        (“Executive”).

       

      WHEREAS,
        the
        Executive has considerable experience, expertise and training in management
        related to banking and services offered by the Bank; 

       

      WHEREAS,
        the
        Bank desires for the Executive to be employed as the Chief Operating Officer
        and
        Chief Financial Officer (COO and CFO) of the Bank, and Executive desires
        to
        accept employment, subject to and on the terms and conditions set forth in
        this
        Agreement; and

       

      WHEREAS,
        both
        the Bank and the Executive have read and understood the terms and provisions
        set
        forth in this Agreement and have been afforded a reasonable opportunity to
        review this Agreement with their respective legal counsel.

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual promises and covenants set forth in this Agreement,
        the Executive and the Bank agree as follows:

       

      A.
          DURATION

       

      1.  This
        Agreement shall become effective (the “Effective Date”) upon the date that the
        Bank opens for business and,
        subject to Paragraph 2
        below, will expire and terminate by its own terms three years after the
        Effective Date, unless earlier terminated as provided herein.

       

      2.  Both
        the Bank and the Executive acknowledge and agree that the parties may agree
        to
        continue the employment relationship upon such terms as they may mutually
        agree.
        Following the initial three year term, this Agreement automatically shall
        renew
        annually for an additional one (1) year term unless either party elects to
        terminate this Agreement by sending written notice of non-renewal at least
        thirty (30) days prior to the expiration of the then current term. Both parties
        acknowledge and agree that, in the event this Agreement does not renew, this
        Agreement shall terminate automatically upon the expiration of the then current
        term without any additional liability or obligation on the part of either
        party,
        except as expressly provided herein. 

       

      B.
          COMPENSATION

       

      3.  All
        payments of salary and other compensation to the Executive shall be payable
        in
        accordance with the Bank’s ordinary payroll and other policies and
        procedures.

       

      a.  During
        the term of this Agreement, the Bank agrees to pay the Executive a base salary
        of not less than $175,000 annually, appropriately prorated for partial months
        at
        the commencement and end of the term of this Agreement.

       

      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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      c.  During
        the term of this Agreement, it is anticipated that the board of directors
        of the
        Bank (“Board of Directors” or “Board”) or a delegated committee thereof will
        adopt an executive incentive bonus plan based upon asset growth, profitability
        or other measurements deemed appropriate by the Board or a delegated committee
        thereof of the Bank. The Executive will be entitled to participate in such
        plan.
        The Executive shall also be entitled to participate in any benefit programs
        applicable to all employees of the Bank or to executive employees of the
        Bank in
        accordance with Bank policy and the provisions of said benefit
        programs.

       

      d.  The
        Executive shall receive options to purchase 2.8 % of the shares issued in
        the
        initial public offering of common stock of the Bank at an exercise price
        of $10
        per share. The options shall have a term of ten years from the date of issuance,
        which shall be the Effective Date, and to the extent permitted by law, shall
        be
        treated as incentive stock options. So long as the Executive remains in Service
        (as defined below), 25% of the options shall vest on the first anniversary
        date
        of the Effective Date and 1/36th
        of the
        remaining options shall vest monthly over the 36 months following the first
        anniversary of the Effective Date; provided, however that the vesting of
        all of
        the options shall accelerate fully and be deemed to be 100% vested
        (i) immediately prior to a change in control of the Bank (as defined in the
        stock option agreement) and (ii) upon the death or permanent disability of
        the
        Executive. The options shall be evidenced by a stock option agreement, which
        shall have such terms as are consistent with those set forth above and such
        additional terms as may be set forth in the stock option agreement or the
        stock
        option plan pursuant to which the options are granted. For purposes of this
        Agreement, the Executive shall be deemed to remain in “Service” for so long as
        the Executive continues to render services to the Bank or any parent or
        subsidiary corporation, whether as an employee, an officer, a director, or
        a
        non-employee member of the board of directors.

       

      4.  The
        Bank
        shall provide the Executive with a cellular phone and laptop computer for
        use in
        the performance of his or her duties and obligations under this Agreement.
        The
        Bank also 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
        or her duties and obligations under this Agreement; provided, however, that
        the
        Executive shall be required to submit receipts or other acceptable documentation
        to the cashier of the Bank or such other officer designated by the Board
        of
        Directors to verify such expenses prior to any reimbursements.
        In
        addition to the reimbursement of expenses listed in this Paragraph, the Bank
        shall pay, or reimburse the Executive, for reasonable initiation fees for
        trade
        association memberships deemed to be acceptable and appropriate and which
        have
        been pre-approved by the Board of Directors. 

       

      5.  Subject
        to the provisions of Paragraph 9
        of this
        Agreement, the 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 Executive’s receipt of such benefits shall be in accordance with the Bank’s
        employment policies. 

       

      6.  The
        Board of Directors may determine to provide the Executive with a salary
        continuation plan, with such terms as are approved by Executive and the Board
        of
        Directors. 

       

      7.  The
        Bank also shall provide the Executive with term life insurance coverage at
        the
        Bank’s expense in an initial amount of 200% of the Executive’s 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.

       

      
        
          
          

        

        
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      8.  The
        Board
        of Directors or a delegated committee shall review the amount of the Executive’s
        compensation, including his or her base salary, not less than annually and
        shall
        consider increases to such base salary as a result of such review which
        increases would be designed to provide reasonable cost of living 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, bonuses and vacation shall not be less than the amounts set
        forth
        in Paragraphs 3,
        4,
        and
5
        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 in Paragraph 3c) does not support the
        continued payments of the amounts set forth in Paragraphs 3,
        4,
        and
5,
        then
        the Board of Directors shall have the discretion to reduce those amounts
        in
        order to strengthen such performance. 

       

      9.  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.

       

      10.  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.

       

      C.
          RESPONSIBILITIES

       

      11.  The
        Executive shall be employed as the COO and CFO of the Bank and shall faithfully
        devote his or her best efforts and his or her primary focus to his or her
        position(s) with the Bank. 

       

      12.  The
        Executive acknowledges and agrees that the duties and responsibilities of
        the
        Executive required by his or her position as the COO and CFO of the Bank
        are
        wholly within the discretion of its Board of Directors, and may be 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 role as
        the COO and CFO of a financial institution.

       

      13.  The
        Executive acknowledges and agrees that, during the term of this Agreement,
        he or
        she has a fiduciary duty of loyalty to the Bank, and that he or she 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.

       

      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 or her own behalf, or
        as
        another’s agent or employee, engage in any of the same or 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
        or herself any corporate opportunity available to the Bank.

       

      
        
          
          

        

        
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      D.
          NONINTERFERENCE

       

      15.  The
        Executive acknowledges that, as part of his or her employment with the Bank,
        he
        or she will become familiar with the salary, pay scale, capabilities,
        experiences, skill and desires 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.

       

      16.  In
        his or
        her 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 valu-able 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 or her 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
        Employee’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.

       

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

       

      18.  The
        Executive acknowledges that the special relationship of trust and confidence
        between him or her, 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 or her employment
        with
        the Bank and throughout his or her employment with the Bank, the Executive
        will
        be provided with access to and informed of Proprietary Information, which
        will
        enable him or her to benefit from the Bank’s goodwill and know-how.

       

      19.  The
        Executive acknowledges that it would be inevitable in the performance of
        his or
        her 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 execution
        of
        the non-solicitation restriction set forth in these NONINTERFERENCE provisions,
        he or she 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.

       

      
        
          
          

        

        
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      20.  In
        consideration for the above-recited valuable consideration, as well as to
        protect the vital interests described in these NONINTERFERENCE provisions,
        the
        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 25(e),
        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 years of 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.

       

      21.  The
        Executive agrees that the restrictions set forth in Paragraph 20
        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
20
        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 her or for the public. The NONINTERFERENCE 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 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 or her obligations under this Section D shall not be
        assignable by him or her.

       

      22.  The
        Executive acknowledges that the covenants set forth in these NONINTERFERENCE
        provisions are material conditions to the Bank’s willingness 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. It is specifically acknowledged
        that
        the periods following the termination of employment stated in Paragraphs
        15
        and
20,
        during
        which the agreements and covenants of Executive made in such Paragraphs are
        effective, are to be computed by excluding from such computation any time
        during
        which Executive is in violation of any provision of Paragraph 15
        or
20.
        The
        covenants contained in these NONINTERFERENCE provisions will not be affected
        by
        any breach of any other provision hereof by any party hereto. In addition,
        Executive’s obligations under these NONINTERFERENCE provisions shall survive the
        termination of this Agreement and Executive’s employment with the Bank.
        Executive’s obligations under these NONINTERFERENCE provisions are in addition
        to, and not in limitation or preemption of, all other obligations of
        confidentiality which he or she may have to Bank under general legal or
        equitable principles, or other the Bank policies.

       

      
        
          
          

        

        
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      E.
          REMEDIES

       

      23.  In
        the
        event that the Executive violates any of the provisions set forth in this
        Agreement relating to NONINTERFERENCE, 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 NONINTERFERENCE,
        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 NONINTERFERENCE, such reading is not intended by the
        parties.

       

      F.
          TERMINATION

       

      24.  The
        Board
        of Directors shall be entitled to terminate this Agreement, for any reason,
        by
        providing the Executive with thirty (30) days written notice of the termination.
        However, if this Agreement is terminated by the Bank without Good Cause,
        as
        defined in this Agreement, the Bank shall provide the Executive with the
        severance set
        forth
        in paragraph 34
        of this
        Agreement. The Executive will not receive any severance payments if the
        termination of this Agreement by the Board of Directors is made on the basis
        of
        Good Cause as defined in Paragraph 25 below. However, if the Executive is
        terminated by the Board of Directors under the provisions of paragraph 25(e)
        within the first twelve months of this Agreement, the Executive shall be
        entitled to a severance payment in an amount equal to the base salary that
        would
        have been due to the Executive had he or she remained employed for six (6)
        months following termination.

       

      25.  For
        purposes of this Agreement, “Good Cause” shall be defined as the occurrence of
        one of the following events:

       

      a.  The
        determination by the Board of Directors, in the exercise of its reasonable
        judgment, that Executive has violated any provision of this Agreement or
        is
        grossly negligent in the performance of his or her duties hereunder, and
        has
        failed to cure such violation or the effects of such gross negligence within
        a
        reasonable period after written notice to the Executive by the Bank specifying
        in reasonable detail the alleged violation;

       

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

       

      
        
          
          

        

        
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      c.  The
        Executive is convicted of a misdemeanor involving moral turpitude or a
        felony;

       

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

       

      e.  The
        determination by the Board of Directors, in the exercise of its reasonable
        judgment and in good faith, that the Executive’s job performance is
        substantially unsatisfactory and that Executive has failed to cure such
        performance within a reasonable period after written notice to the Executive
        by
        the Bank specifying in reasonable detail the nature of the unsatisfactory
        performance; or

       

      f.  The
        Executive is prohibited from engaging in the business of banking by any
        governmental regulatory agency having jurisdiction over the Bank.

       

      26.  Executive
        shall be entitled to terminate this Agreement at any time, for any reason,
        with
        or without cause, by providing thirty (30) days written notice to the Bank.
        The
        effective date of such resignation shall be the 30th
        calendar
        day following the date the notice is given or such other later date as may
        be
        set forth in the notice. Upon Executive’s resignation, Executive shall be
        entitled to receive any base salary which has been earned by him or her through
        the effective date of such resignation.

       

      27.  If
        Executive dies during the term of this Agreement and while in the employ
        of the
        Bank, this Agreement will terminate automatically, without notice, on the
        date
        of the Executive’s death and the Bank shall not have any further obligation to
        Executive or his or her estate under this Agreement (other than death benefits
        payable under any benefit plans to which Executive is a party), except that
        the
        Bank shall pay Executive’s estate that portion of Executive’s base salary
        accrued through the date on which Executive’s death occurred plus an additional
        three (3) months base salary. To
        the maximum extent, and for the term, permitted by the health benefit
provisions
        of the Consolidated Omnibus Budget Reconciliation Act (COBRA) of
        1986,
        if Executive dies during
        the term of this Agreement and while in the employ of the Bank,
        the Bank shall provide or maintain health insurance benefits, at the Bank’s
        expense, for Executive’s spouse.

       

      28.  This
        Agreement will terminate immediately, without notice, in the event the Executive
        is prevented from performing his or her duties hereunder by reason of becoming
        physically or mentally disabled. For purposes of this Agreement, the term
        “disabled” shall have the meaning set forth in the Bank’s long-term disability
        plan or, if the Bank has no long-term disability plan in effect at the time
        of
        the Executive’s disability, then “disabled” shall mean that Executive has become
        physically or mentally incapable (excluding infrequent and temporary absences
        due to ordinary illness) of performing the essential functions of his or
        her
        duties under this Agreement for a continuous period of three (3) months,
        as
        determined by the Board of Directors upon the advice of a qualified physician.
        In the event a dispute arises between Executive and the Bank concerning
        Executive’s physical or mental ability to continue or return to the performance
        of his or her duties, then Executive shall submit to an examination by a
        competent physician mutually agreeable to the parties. The physician’s opinion
        as to the Executive’s capability to perform his or her duties will be final and
        binding. During any period prior to termination during which the Executive
        fails
        to perform his or her duties as a result of incapacity due to physical or
        mental
        illness, the Executive shall continue to receive his or her full salary at
        the
        rate then in effect for such period until his or her employment terminates
        pursuant to this Paragraph 28, provided that payments so made to the Executive
        during such period shall be reduced by the sum of the amounts, if any, payable
        to the Executive under any disability benefit plans of the Bank that were
        not
        previously applied to reduce such payment.

       

      
        
          
          

        

        
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      In
        the
        event of a termination pursuant to this Section 28, the Bank shall be relieved
        of all its obligations under this Agreement, except that Bank shall pay to
        the
        Executive, or to his or her estate in the event of his or her subsequent
        death,
        the Executive’s base salary under Paragraph 3(a) through the date on which such
        termination shall have occurred, reduced during such period by the amount
        of any
        benefits received by Executive under any disability policy maintained by
        the
        Bank. All such payments to the Executive or to his or her estate shall be
        made
        in the same manner as other payroll obligations.

       

      29.  Executive
        acknowledges that all memoranda, notes, records, reports, manuals, books,
        papers, letters, client and customer lists, contracts, software programs,
        information and records, drafts of instructions, guides and manuals, and
        other
        documentation (whether in draft or final form), and other sales or financial
        information and aids relating to the Bank’s business, and any and all other
        documents containing Propriety Information furnished to the Executive by
        any
        representative of the Bank or otherwise acquired or developed by the Executive
        in connection with his or her duties under this Agreement (collectively,
        the
“Recipient Materials”) shall at all times be the property of the Bank. Within
        three calendar days of the termination of this Agreement, the Executive shall
        return to the Bank, all Recipient Materials (including all Proprietary
        Information) that is in his or her possession, custody or control.

       

      30.  The
        provisions of Paragraphs 15,
        16,
        20-23,
        29-34,
        39,
        43,
        45,
        46 and
        47 shall survive the termination of this Agreement.

       

      G.
          CHANGE
        OF CONTROL

       

      31.  The
        parties acknowledge that the Executive has agreed to assume the position
        of COO
        and CFO and to enter into this Agreement based on his or her confidence in
        the
        current owners of the Bank and the direction of the Bank provided by the
        current
        Board of Directors. Upon a “Change of Control,” as defined below, the Executive
        may, at his or her option, notify the Bank within sixty (60) days following
        such
        Change of Control that he or she intends to terminate this Agreement based
        upon
        the Change of Control.

       

      In
        the
        event that Executive is terminated by the Bank within sixty (60) days following
        such Change of Control for any reason other than for Good Cause, with the
        exception of Paragraph 25e, Executive shall be entitled to elect to receive
        as
        severance the lump sum amount determined pursuant to Paragraph 32
        upon
        written notice to the Bank, in which case the severance provisions of Paragraph
        34
        shall
        not apply.

       

      32.  In
        the
        event that the Executive elects to terminate this Agreement based upon the
        Change of Control, the Bank shall pay to the Executive, within thirty (30)
        days
        of Bank’s receipt of a notice of the Executive’s election to terminate this
        Agreement, a cash lump sum payment equal to 1.99 times his or her Base Amount
        as
        defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended
        (“Code”).

       

      In
        the
        event that any compensation payable under this Agreement is determined to
        be a
“parachute payment” subject to the excise tax imposed by Section 4999 of the
        Code or any successor provision (the “Excise Tax”), the Bank agrees to pay to
        the Executive an additional sum (the “Gross Up”) in an amount such that the net
        amount retained by the Executive, after receiving both the payment and the
        Gross
        Up and after paying: (i) any Excise Tax on the payment and the Gross Up,
        and
        (ii) any federal, state, and local income taxes on the Gross Up, is equal
        to the
        amount of the payment.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      For
        purposes of determining the Gross Up, the Executive shall be deemed to pay
        federal, state, and local income taxes at the highest marginal rate of taxation
        in his or her filing status for the calendar year in which the payment is
        to be
        made based upon the Executive’s domicile on the date of the event that triggers
        the Excise Tax. The determination of whether such Excise Tax is payable and
        the
        amount of such Excise Tax shall be based upon the opinion of tax counsel
        selected by the Bank, subject to the reasonable approval of the Executive.
        If
        such opinion is not finally accepted by the Internal Revenue Service, then
        appropriate adjustments shall be calculated (with additional Gross Up determined
        based on the principals outlined in the previous paragraph, if applicable)
        by
        such tax counsel based upon the final amount of Excise Tax so determined
        together with any applicable penalties and interest. The final amount shall
        be
        paid, if applicable, within thirty (30) days after such calculations are
        completed, but in no event later than April 1st
        of the
        year following the event that triggers the Excise Tax. Such compensation
        shall
        be payable in equal disbursements in accordance with the Bank’s ordinary payroll
        policies and procedures.

       

      33.  As
        used
        in this Agreement, a “Change of Control” shall be deemed to have occurred in
        each of the following instances:

       

      a.  A
        reorganization, merger, consolidation or other corporate transaction involving
        the Bank (other than the Bank’s initial public offering of common stock), in
        each case, with respect to which the shareholders of the Bank, immediately
        prior
        to such transaction do not, immediately after the transaction, own more than
        fifty percent (50%) of the combined voting power of the reorganized, merged
        or
        consolidated bank’s then outstanding voting securities; provided, however that a
        Change of Control shall not be deemed to have occurred upon the formation
        of a
        holding company for the Bank if each shareholder of the Bank immediately
        prior
        to the formation of the holding company retains substantially the same
        percentage ownership of the holding company following such formation as he
        or
        she owned of the Bank prior the formation.

       

      b.  The
        sale,
        transfer or assignment of all or substantially all of the assets of the Bank
        to
        any third party.

       

      Notwithstanding
        anything contained herein to the contrary, if Executive’s employment is
        terminated and he or she reasonably demonstrates that such termination was
        at
        the request of a third party who has indicated an intention of taking steps
        reasonably calculated to effect a Change of Control and who effects a Change
        of
        Control, or such termination otherwise occurred in connection with, or in
        anticipation of, a Change of Control which later actually occurs, then for
        all
        purposes hereof, a Change of Control shall be deemed to have occurred on
        the day
        immediately prior to the date of such termination of his or her
        employment.

       

      H.
          SEVERANCE

       

      34.  Except
        as
        otherwise expressly provided herein, if Bank terminates Executive’s employment
        for any reason other than Good Cause (as defined in this Agreement), then
        Executive shall be entitled to severance pay in an amount not less than the
        base
        salary that would have been due the Executive had he or she remained employed
        for twelve (12) months following termination. In the event that the Executive
        is
        entitled to any payment under Section G, above, no payment shall be due under
        this Section H.
        Any
        severance pay due to Executive pursuant to this Section H shall be paid in
        accordance with the terms of normal payroll procedure of the Bank.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      I.
          SEVERABILITY

       

      35.  If
        any
        term or other provision of this Agreement is held to be illegal, invalid
        or
        unenforceable by any rule of law or public policy: (A) such term or provision
        shall be fully severable and this Agreement shall be construed and enforced
        as
        if such illegal, invalid or unenforceable provision were not a part hereof;
        (B)
        the remaining provisions of this Agreement shall remain in full force and
        effect
        and shall not be affected by such illegal, invalid or unenforceable provision
        or
        by its severance from this Agreement; and (C) there shall be added automatically
        as a part of this Agreement a provision as similar in terms to such illegal,
        invalid or unenforceable provision as may be possible and still be legal,
        valid
        and enforceable.
        If any
        provision of this Agreement is so broad as to be unenforceable, the provision
        shall be interpreted to be only as broad as is enforceable.

       

      J.
          WAIVER

       

      36.  The
        parties acknowledge and agree that the failure of either party to enforce
        any
        provision of this Agreement shall not constitute a waiver of that particular
        provision, or of any other provisions of this Agreement.

       

      K.
          SUCCESSORS
        AND ASSIGNS

       

      37.  The
        Executive acknowledges and agrees that this Agreement may be assigned by
        the
        Bank to any successor-in-interest and shall inure to the benefit of, and
        be
        fully enforceable by, any successor and/or assignee; and this Agreement will
        be
        fully binding upon, and may be enforced by the Executive against, any successor
        and/or assignee of the Bank.

       

      38.  The
        Executive acknowledges and agrees that his or her obligations, duties and
        responsibilities under this Agreement are personal and shall not be assignable,
        and that this Agreement shall be enforceable by the Executive only. In the
        event
        of the Executive’s death, this Agreement shall be enforceable by the Executive’s
        estate, executors and/or legal representatives, only to the extent provided
        herein.

       

      L.
          CHOICE
        OF LAW

       

      39.  THIS
        AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS
        CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND PERFORMANCE OF
        THIS
        AGREEMENT SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF COLORADO, WITHOUT
        GIVING EFFECT TO PROVISION THEREOF REGARDING CONFLICT OF LAWS. IT IS STIPULATED
        THAT COLORADO HAS A COMPELLING STATE INTEREST IN THE SUBJECT MATTER OF THIS
        AGREEMENT, AND THAT THE EXECUTIVE HAS OR WILL HAVE REGULAR CONTACT WITH THE
        STATE OF COLORADO IN THE PERFORMANCE OF THIS AGREEMENT.

       

      M.
          MODIFICATION

       

      40.  The
        parties acknowledge and agree that this Agreement and the other agreements
        and
        plans referenced herein constitute the complete and entire agreement between
        the
        parties; that each executed this Agreement based upon the express terms and
        provisions set forth herein; that, in accepting employment with the Bank,
        the
        Executive has not relied on any representations, oral or written, which are
        not
        set forth in this Agreement; that no previous agreement, either oral or written,
        shall have any effect on the terms or provisions of this Agreement; and that
        all
        previous agreements, either oral or written, are expressly superseded and
        revoked by this Agreement. No waiver shall be deemed a continuing waiver
        or a
        waiver of any subsequent breach or default, either of a similar or different
        nature, unless expressly so stated in writing.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      41.  Except
        as
        otherwise expressly provided in this Agreement, no conditions, usage of trade,
        course of dealing or performance, understanding or agreement purporting to
        modify, vary, explain or supplement the terms or conditions of this Agreement
        unless hereafter made (i) in writing, (ii) referencing an express
        provision in this Agreement, (iii) signed by the party to be bound, , and
        (iv) in the case of the Bank, approved by a disinterested majority of the
        Board of Directors.

       

      N.
          INDEMNIFICATION

       

      42.  During
        the term of this Agreement, so long as the Executive has demonstrated good
        judgment and diligence in performing his duties, the Bank shall indemnify
        the
        Executive against all judgments, penalties, fines, amounts paid in settlement
        and reasonable expenses (including, but not limited to, attorneys’ fees)
        relating to his or her employment by the Bank to the fullest extent permissible
        under the law, including, without limitation, federal and/or state banking
        laws
        and regulations, the Colorado Banking Code, as amended, the Colorado
        Corporations and Associations Act, as amended, and the Bank’s Articles of
        Incorporation. To the extent permitted by law, the Bank may purchase such
        indemnification insurance as the Board of Directors may from time to time
        determine.

       

      O.
          ARBITRATION

       

      43.  Any
        dispute, controversy, or claim arising out of or relating to this Agreement
        or
        breach thereof, or arising out of or relating in any way to the employment
        of
        the Executive or the termination thereof, shall be submitted to arbitration
        in
        accordance with the Employment Dispute Arbitration Rules of the American
        Arbitration Association. Judgment upon the award rendered by the arbitrator
        may
        be entered in any court of competent jurisdiction. In reaching his or her
        decision, the arbitrator shall have no authority to ignore, change, modify,
        add
        to or delete from any provision of this Agreement, but instead is limited
        to
        interpreting this Agreement. Notwithstanding the arbitration provisions set
        forth in this Agreement, the Executive and the Bank acknowledge and agree
        that
        nothing in this Agreement shall be construed to require the arbitration of
        any
        claim or controversy arising under the NONINTERFERENCE provisions of this
        Agreement. These provisions shall be enforceable by any court of competent
        jurisdiction and shall not be subject to this Paragraph of the Agreement.
        The
        Executive and the Bank further acknowledge and agree that nothing in this
        Agreement shall be construed to require arbitration of any claim for workers’
compensation or unemployment compensation.

       

      P.
          LEGAL
        CONSULTATION

       

      44.  Each
        party acknowledges that it has carefully read this Agreement, that it has
        had an
        opportunity to consult with his, her or its attorney concerning the meaning,
        import and legal significance of this Agreement, that it understands the
        terms
        of the Agreement, that all understandings and agreements between Executive
        and
        the Bank relating to the subjects covered in this Agreement are contained
        in it,
        and that it has entered into the Agreement voluntarily and not in reliance
        on
        any promises or representations by the other than those contained in this
        Agreement.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      Q.
          MISCELLANEOUS

       

      45.  The
        Executive shall make himself or herself available, upon the request of the
        Bank,
        to testify or otherwise assist in litigation, arbitration, or other disputes
        involving the Bank, or any of the directors, officers, employees, subsidiaries,
        or parent corporations of the Bank, at no additional cost during the term
        of
        this Agreement and at any time following the termination of this Agreement,
        with
        any expenses related to the foregoing to be promptly reimbursed by the
        Bank.

       

      46.  The
        Executive shall not be required to mitigate the amount of any payment provided
        for in this Agreement by seeking other employment or otherwise, nor shall
        the
        amount of any payment provided for in this Agreement be reduced by any
        compensation earned by the Executive as the result of employment by another
        employer after the date of termination, or otherwise.

       

      47.  In
        the
        event either party institutes arbitration or litigation to enforce or protect
        its rights under this Agreement, the prevailing party in such arbitration
        or
        litigation shall be entitled, in addition to all other relief, to reasonable
        attorneys fees, out-of-pocket costs, disbursements, and arbitrator’s fees
        relating to such arbitration or litigation.

       

      48.  This
        Agreement may be executed simultaneously in two or more counterparts, each
        of
        which shall be deemed an original, but all of which shall together constitute
        one and the same Agreement.

       

      49.  The
        Bank
        shall have no obligation to set aside, earmark or entrust any fund or money
        with
        which to pay its obligations under this Agreement. The Executive or any
        successor-in-interest to the Executive shall be and remain simply a general
        creditor of the Bank in the same manner as any other creditor having a general
        unsecured claim. For purposes of the Code, the Bank intends this Agreement
        to be
        an unfunded, unsecured promise to pay on the part of the Bank. For purposes
        of
        Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Bank
        intends that this Agreement not be subject to ERISA. If it is deemed subject
        to
        ERISA, it is intended to be an unfunded arrangement for the benefit of a
        select
        member of management, who is a highly compensated employee of the Bank for
        the
        purpose of qualifying this Agreement for the “top hat” plan exception under
        sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the
        Executive have or be deemed to have any lien nor right, title or interest
        in or
        to any specific investment or to any assets of the Bank. If the Bank elects
        to
        invest in a life insurance, disability or annuity policy upon the life of
        the
        Executive, then the Executive shall assist the Bank by freely submitting
        to a
        physical examination and supplying such additional information necessary
        to
        obtain such insurance or annuities.

       

      50.  When
        a
        reference is made in this Agreement to a Paragraph or a Section, such references
        shall be to a Paragraph or a Section of this Agreement unless otherwise
        indicated. The headings contained
        in this Agreement are for convenience of reference only and shall not affect
        in
        any way the meaning or interpretation of this Agreement. Whenever the words
        “include,” “includes” or “including” are used in this Agreement, they shall be
        deemed to be followed by the words “without limitation.” The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement
        shall refer to this Agreement as a whole and not to any particular provision
        in
        this Agreement. Each use herein of the masculine, neuter or feminine gender
        shall be deemed to include the other genders.
        Each
        use
        herein of the plural shall include the singular and
        vice
        versa, in each case as the context requires or as is otherwise appropriate.
        The
        word “or” is used in the inclusive sense. Any agreement or instrument defined or
        referred to herein or in any agreement or instrument that is referred to
        herein
        means such agreement or instrument as from time to time amended, modified
        or
        supplemented, including by waiver or consent.
        References to a person are also to its permitted successors or
        assigns.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      51.  Executive
        represents that his or her service as an employee of the Bank will not violate
        any agreement: (i) he or she has made that prohibits him or her from disclosing
        any information he or she acquired prior to him or her becoming employed
        by the
        Bank; or (ii) he or she has made that prohibits him or her from accepting
        employment with the Bank or that will interfere with his or her compliance
        with
        the terms of this Agreement. Executive further represents that he or she
        has not
        previously, and will not in the future, disclose to Bank any proprietary
        information or trade secrets belonging to any previous employer. Executive
        acknowledges that the Bank has instructed him or her not to disclose to it
        any
        proprietary information or trade secrets belonging to any previous
        employer.

       

      R.
          NOTICES

       

      52.  All
        notices and other communications required or permitted to be given or delivered
        hereunder or by reason of the provisions of this Agreement shall be in writing
        and shall be deemed to have been given properly if (a) delivered personally,
        (b)
        delivered by a recognized overnight courier service, (c) sent by United States
        mail, postage prepaid, or (d) sent by facsimile transmission followed by
        a
        confirmation copy delivered by recognized overnight courier service the next
        day. Such notices, requests, consents and other communications shall be sent
        to
        the respective parties as follows (or at such other address for a party as
        shall
        be specified by like notice to the other party):

       

      If
        to the
        Bank:

       

      Solera
        Bank, N.A.

      924
        W.
        Colfax Ave. Suite 301

      Denver,
        Colorado 80204

       

      Attention:
        Chairman

      


      If
        to
        Executive:

       

      Robert
        J. Fenton

      876
        Wolverine Ct.

      Castle
        Rock, Colorado 80108

       

      53.  Any
        notice or other communication given pursuant to this Agreement shall be
        effective (i) in the case of personal delivery, telex or facsimile transmission,
        when received; (ii) in the case of mail, upon the earlier of actual receipt
        or
        five (5) business days after deposit with the United States Postal Service,
        first class certified or registered mail, postage prepaid, return receipt
        requested; and (iii) in the case of a recognized overnight courier service,
        one
        (1) business day after delivery to the courier service together with all
        appropriate fees or charges and instructions for overnight delivery.


       

      [signature
        page follows]

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      [signature
        page to Employment Agreement] 

       

      EXECUTED
        AS OF THE DATE FIRST WRITTEN ABOVE IN DENVER, COLORADO. 

       

    

    
      
        	 	 	EXECUTIVE
	 	 	 	 
	      
	 	 	 
	
                WITNESS

              	 	      	        

	 	 	Print Name:	
                Robert
                  J. Fenton

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Solera
                Bank, N.A.
	 	 	 	 
	 	 	 	 
	      
	 	By:	
                    
                  

              
	
                WITNESS

              	 	 	 
	 	 	Name:	
                James
                  C. Foster

              
	 	 	 	 
	 	 	Title:	
                Chairman

              


      

       

       

      
        
          
          

        

          -14-