EXHIBIT
      10.4

     

    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 James
      P. Foster, 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 Chairman of the Board
      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 $130,000 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 3.2 % 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 Chairman of the Board 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 Chairman of the Board 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 Chairman of the Board 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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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;

     

    
      
        
        

      

      
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    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;

     

    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
      Chairman of the Board 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”).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    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. 

     

    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.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    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. 

     

    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.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    Robert
      J.
      Fenton 
      
        

      

    

    924
      W.
      Colfax Ave. Suite 301 
      
        

      

    

     

      
        

      

    

    Attention:
      Vice President

     

    If
      to
      Executive:

     

    James
      C.
      Foster 
      
        

      

    

    4695
      Osage Drive 
      
        

      

    

    Boulder,
      CO 80303 
      
        

      

    

     

    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:	
              James
                C. Foster

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Solera
              Bank, N.A.
	 	 	 	 
	 	 	 	 
	      
	 	By:	
                  
                

            
	
              WITNESS

            	 	 	 
	 	 	Name:	
              Robert
                J. Fenton

            
	 	 	 	 
	 	 	Title:	
              Vice
                President

            


    

     

    
 

    
      
        
        

      

      -14-