**Exhibit10.5**

 

**GUARANTYBANCORP**

**CHANGE INCONTROL SEVERANCE PLAN**

**(AsAmended and Restated Effective January 1, 2009)**

 

# 1.             *Purpose*.The purpose of the Guaranty Bancorp Change in Control Severance Plan (asAmended and Restated Effective January 1, 2009) (the “**Plan**”)is to recruit and foster the continuous employment of key management personnelof the Company and to reinforce and encourage their continued attention anddedication to their duties in the event of any threat or occurrence of a Changein Control (as defined in Section 2), although no such change is nowapparent or contemplated.

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# 2.             *Definitions*.As used in this Plan, the following terms shall have the respective meaningsset forth below:

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## (a)           “**Annual Bonus**” means the annualbonus awarded under the Company’s Executive Cash Incentive Plan or AnnualIncentive Plan (or, in each case, any predecessor, substitute or successor plandesignated as such by the Board), as in effect from time to time, or anydiscretionary annual bonus awarded by the Board.

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## (b)           “**Base Salary**” means the Participant’sannual base salary in effect immediately before the occurrence of thecircumstance giving rise to the Participant’s termination, or, if greater, theParticipant’s annual base salary in effect immediately before the Change inControl.

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## (c)           “**Board**” means the Board of Directorsof the Company and, after a Change in Control, the “board of directors” of thesurviving company.

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## (d)           “**Bonus Amount**” means the average ofa Participant’s 2 Annual Bonuses for the 2 fiscal years ending before theParticipant’s Date of Termination; provided that (i) if aParticipant has been an employee of the Company through the end of only onefiscal year before the Participant’s Date of Termination and was eligible foran Annual Bonus for such fiscal year (including on a pro rata basis), the BonusAmount shall be the average of (x) the Annual Bonus for the fiscal yearending before the Date of Termination (if such bonus was made on a pro ratabasis, such bonus shall be annualized for the purpose of calculating the BonusAmount) and (y) the Participant’s target Annual Bonus, expressed as apercentage of base salary in the event the relevant goals are 100% achieved,for the fiscal year in which the Date of Termination occurs and (ii) if aParticipant (x) has been an employee of the Company through the end ofonly one fiscal year before the Participant’s Date of Termination and was noteligible for an Annual Bonus for such fiscal year or (y) has not been anemployee of the Company through the end of one fiscal year with the Companybefore the Participant’s Date of Termination, the Bonus Amount shall be theParticipant’s target Annual Bonus, expressed as a percentage of base salary inthe event the relevant goals are 100% achieved, for the year in which the Dateof Termination occurs.

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## (e)           “**Cause**” means (i) anintentional and continued failure of a Participant to perform duties with theCompany and its subsidiaries (for the avoidance of 

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## doubt, excluding any failure due to physical or mental illness) andsuch failure continues after a written demand for substantial performance isdelivered by the Company to the Participant that specifically identifies themanner in which the Participant has failed to perform; (ii) an intentionalact of illegal conduct or gross misconduct that is demonstrably injurious(other than to a de minimis extent) to the business, reputation or regulatoryrelationships of the Company; (iii) an intentional act of fraud,embezzlement or theft in connection with the business of the Company; (iv) intentionaldisclosure of confidential information or trade secrets of the Company orconfidential information relating to customers of the Company or its parent, asubsidiary or affiliate; (v) an act constituting a felony or a misdemeanorinvolving moral turpitude for which the Participant is convicted by anyfederal, state or local authority, or to which the Participant enters a plea ofguilty or nolo contendere; (vi) an act or omission that causes theParticipant to be disqualified or barred by any governmental or self-regulatoryauthority from serving in his or her employment capacity or losing anygovernmental or self- regulatory license that is reasonably necessary for theParticipant to perform his or her responsibilities to the Company; or (vii) intentionalbreach of corporate fiduciary duty involving personal profit. For the purposesof this Plan, no act, or failure to act, on the part of the Participant shallbe deemed “intentional” unless done, or omitted to be done, by the Participantnot in good faith and without reasonable belief that his or her action oromission was in the best interest of the Company. Notwithstanding theforegoing, the Participant shall not be deemed to have been terminated forCause hereunder unless and until there shall have been delivered to theParticipant a copy of a resolution duly adopted by the affirmative vote of notless than two-thirds of the members of the Board then in office at a meeting ofthe Board called and held for such purpose (after reasonable notice to theParticipant and an opportunity for the Participant, together with his or hercounsel to be heard before the Board), finding that, in the good faith opinionof the Board, the Participant had committed an act set forth above in clauses (i) through(vii) and specifying the particulars thereof in detail. Nothing hereinshall limit the right of the Participant or his or her beneficiaries to contestthe validity or propriety of any such determination.

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## (f)            “**Change in Control**” means the occurrenceof any one of the following events:

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### (i)            any “Person” or “Group”(as such terms are defined in Section 13(d) of the SecuritiesExchange Act of 1934 (the “**Exchange Act**”)and the rules and regulations promulgated thereunder) is or becomes the “BeneficialOwner” (within the meaning of Rule 13d-3 under the Exchange Act), directlyor indirectly, of securities of the Company, or of any entity resulting from amerger or consolidation involving the Company, representing more than 50% ofthe combined voting power of the then outstanding securities of the Company orsuch entity;

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### (ii)           the individuals who, asof the date hereof, are members of the Board (the “**Existing Directors**”), cease, for anyreason, to constitute more than 50% of the number of authorized directors of theCompany as determined in the manner prescribed in the Company’s Certificate ofIncorporation and Bylaws;

 

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### provided that if the election, ornomination for election, by the Company’s stockholders of any new director wasapproved by a vote of at least 50% of the Existing Directors, such a newdirector shall be considered an Existing Director; providedfurther,that no individual shall be considered an Existing Director if such individualinitially assumed office as a result of either an actual or threatened electioncontest (“**Election Contest**”)or other actual or threatened solicitation of proxies by or on behalf of anyoneother than the Board (a “**Proxy Contest**”),including by reason of any agreement intended to avoid or settle any ElectionContest or Proxy Contest; or

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### (iii)          the consummation of aplan of reorganization, merger or consolidation involving the Company or thesale of all or substantially all of the assets or deposits of the Company,except for a reorganization, merger, consolidation or sale where (A) thestockholders of the Company immediately before such reorganization, merger,consolidation or sale own directly or indirectly at least 55% of the combinedvoting power of the outstanding voting securities of the Company resulting fromsuch reorganization, merger or consolidation or purchasing the assets ordeposits (the “**Surviving Company**”)in substantially the same proportion as their ownership of voting securities ofthe Company immediately before such reorganization, merger, consolidation orsale, and (B) the Existing Directors immediately before the execution ofthe agreement providing for such reorganization, merger, consolidation or saleconstitute at least half of the members of the board of directors of theSurviving Company, or of a company beneficially owning, directly or indirectly,a majority of the voting securities of the Surviving Company (a “**Resulting Parent**”).

 

If there is areorganization, merger, consolidation or sale of the Company that does notresult in a Change in Control pursuant to clause (iii), references to “theCompany” in this definition will be deemed to have been replaced by referencesto the Resulting Parent (or if there is no Resulting Parent, the SurvivingCompany).

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## (g)           “**Code**” means the Internal Revenue Codeof 1986, as amended.

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## (h)           “**Company**” means Guaranty Bancorp and thetax-controlled group of which it is a member.

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## (i)            “**Date of Termination**” means (i) ifa Participant’s employment is terminated for Disability, 30 days after noticeof termination is given by the Company (provided that the Participant shall nothave returned to the full-time performance of his or her duties during such 30day period); (ii) if a Participant’s employment is terminated by theParticipant, the date specified in the notice of termination, which shall notbe less than 30 days after notice of termination is given (unless the Companyselects an earlier Date of Termination); or (iii) if a Participant’semployment is terminated for any other reason, the date specified in the noticeof termination.

 

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## (j)            “**Disability**” shall occur if aParticipant is incapacitated and absent from his or her duties on a full-timebasis for 4 consecutive months or for at least 180 days (which need not beconsecutive) during any 12 month period.

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## (k)           “**Good Reason**” means, without theParticipant’s express written consent, the occurrence of any of the followingevents after a Change in Control:

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### (i)            the assignment to theParticipant of any duties inconsistent with his or her title, position, duties,responsibilities and status with the Company as in effect immediately beforethe Change in Control, or any other action by the Company that results in adiminution of the Participant’s title, duties, position or reportingrelationships, or any removal of the Participant from, or any failures tore-elect the Participant to, any of such positions, except in connection withthe termination of his or her employment for Cause or as a result of his or herDisability or death, or termination by the Participant other than for GoodReason; provided that insubstantial or inadvertent actions not taken inbad faith which are remedied by the Company promptly after receipt of noticethereof given by the Participant shall not constitute Good Reason;

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### (ii)           any reduction in theParticipant’s base salary, or a significant reduction in the aggregate employeebenefits provided to the Participant, unless such reduction applies equally toother similarly situated employees of the Company, in each case, which is notremedied within 10 calendar days after receipt by the Company of written noticefrom the Participant of such change or reduction, as the case may be;

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### (iii)          the Company requiringthe Participant to be based more than 30 miles from the location of his or herplace of employment immediately before the Change in Control, except for normalbusiness travel in connection with his or her duties with the Company; or

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### (iv)          the failure by theCompany to require any successor (whether direct or indirect, by purchase,merger consolidation or otherwise) to all or substantially all of the businessand/or assets of the Company to expressly assume this Plan and all obligationhereunder.

 

Anisolated, insubstantial and inadvertent action taken in good faith implicatingclauses (i), (ii) or (iii) of this definition which is fullycorrected by the Company before the Date of Termination specified in the noticeof termination shall not constitute Good Reason. A Participant must provide anotice of termination for Good Reason within 90 days following the Participant’sknowledge of existence of the event constituting Good Reason or such eventshall not constitute Good Reason under this Plan.

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## (l)            “**Participant**” means each of theemployees of the Company who are selected by the Board for coverage by thisPlan and identified on Schedule A.

 

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## (m)          “**Qualifying Termination**” means atermination of the Participant’s employment (i) by the Company other thanfor Cause or (ii) by the Participant for Good Reason. Termination of theParticipant’s employment with the Company on account of death, Disability orretirement (in accordance with the normal retirement policy of the Company asin effect before the Change in Control) shall not be treated as a QualifyingTermination. Notwithstanding the preceding sentence, the death or Disability ofthe Participant after notice of termination for Good Reason or without Causehas been validly provided shall be deemed to be a Qualifying Termination.

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## (n)           “**Severance Multiple**” means, for eachParticipant, a number determined by the Board in its sole discretion and notedon Schedule A.

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## (o)           “**Termination Period**” means the period oftime beginning with a Change in Control and ending 2 years following suchChange in Control. Notwithstanding anything in this Plan to the contrary, if aParticipant’s employment with the Company is terminated before the occurrenceof a Change in Control, the Participant’s employment will be deemed to havebeen terminated by the Company without Cause on the day after the occurrence ofthe Change in Control if (i) a Change in Control actually occurs, (ii) duringthe Change in Control Period (as defined in Section 16(d)) ending on suchChange in Control, the Participant’s employment is terminated by the Companyother than for Cause or by the Participant for Good Reason or (iii) theParticipant reasonably demonstrates that the Company terminated the Participant’semployment, or gave the Participant Good Reason, at the request of a Person(other than the Company) who has indicated an intention or taken stepsreasonably calculated to effect a Change in Control, or otherwise in connectionwith, or in anticipation of, the Change in Control. For purposes of determiningthe timing of payments and benefits to the Participant under Section 4,the date of the actual Change in Control shall be treated as the Participant’sDate of Termination under Section 2(i), and for purposes of determiningthe amount of payments and benefits owed to the Participant under Section 4,the date the Participant’s employment is actually terminated shall be treatedas the Participant’s Date of Termination under Section 2(i).

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# 3.            *Eligibility*. The Board shall determinein its sole discretion which employees of the Company shall be Participants.Once an employee becomes a Participant, the employee shall remain a Participantuntil the earlier of (1) the expiration of the Participant’s “participationperiod” noted on Schedule A and (2) the Board’s removal of theemployee as a Participant in this Plan. The Board may remove an employee as aParticipant in this Plan at any time in its sole discretion except that aParticipant may not be removed as a Participant without his or her priorwritten consent either (i) during a Change in Control Period orTermination Period or (ii) unless the Company provides Participant with atleast 6 months prior notice of such removal. For the avoidance of doubt, if aParticipant is removed as a Participant in this Plan pursuant to clause (ii) inthe immediately preceding sentence and during such 6 month notice period aChange in Control Period is triggered pursuant to which an actual Change inControl occurs, the Participant shall not be removed or be deemed to have beenremoved from this Plan.

 

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# 4.             *Payments Upon Termination of Employment*.If during the Termination Period the employment of the Participant isterminated pursuant to a Qualifying Termination, then, subject to theParticipant’s execution of a Separation Agreement and Release in the formattached to this Plan as Schedule C (the “**SeparationAgreement and Release**”), the Company shall provide to theParticipant:

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## (a)           hisor her full base salary through the Date of Termination at the rate in effectat the time notice of termination is given, plus all other amounts to which heor she is entitled under any compensation plan of the Company, as the case maybe, in effect immediately before the Change in Control, at the time suchpayments are due;

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## (b)           onthe earlier of the fifty-fifth (55th) day following the Date ofTermination or the expiration of the revocation period for the executedSeparation Agreement and Release, provided the Participant has not revoked theSeparation Agreement and Release as of such date, a lump sum cash payment equalto the result of multiplying (i) the Participant’s current target AnnualBonus, expressed as a percentage of base salary in the event the relevant goalsare 100% achieved, for the year in which the Date of Termination occurs by (ii) afraction, (A) the numerator of which is the number of days elapsed fromthe beginning of the relevant period for which performance is measured indetermining such Annual Bonus until the Date of Termination and (B) thedenominator of which is the number of days of such relevant period;

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## (c)           onthe earlier of the fifty-fifth (55th) day following the Date ofTermination or the expiration of the revocation period for the executed SeparationAgreement and Release, provided the Participant has not revoked the SeparationAgreement and Release as of such date, a lump sum cash payment equal to theresult of multiplying (i) the sum of (A) the Participant’s BaseSalary, plus (B) the Participant’s Bonus Amount by (ii) theParticipant’s Severance Multiple;

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## (d)           forthe number of years from the Date of Termination equal to the SeveranceMultiple, continued provision of medical, dental, and vision benefits to theParticipant, his or her spouse and his or her eligible dependants on the samebasis as such benefits are then currently provided to such Participant (the “**Medical Benefits**”); providedthat such benefits shall be secondary to any other coverage obtained by theParticipant and shall be paid or provided in accordance with Section 8below; providedfurther that if the Company’s welfare plans donot permit such coverage, the Company will provide the Participant the MedicalBenefits with the same tax effect; and

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## (e)           ifthe Participant is subject to any excise tax imposed under Section 4999 ofthe Code (the “**Excise Tax**”)by reason of a Change in Control, then the Company shall pay to the Participantan amount as specified in Schedule B.

 

Except as otherwise expressly provided pursuant tothis Plan, this Plan shall be construed and administered in a manner whichavoids duplication of compensation and benefits which may be provided under anyother plan, program, policy, or other arrangement or individual contract. Inthe event a Participant is covered by any other plan, program, policy,individually negotiated agreement or other arrangement, in effect as of 

 

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his or her Date of Termination, that may duplicate thepayments and benefits provided for in this Section 4, the Board isspecifically empowered to reduce or eliminate the duplicative benefits providedfor under the Plan, provided such elimination or reduction does not cause theParticipant to incur additional tax or interest under Section 409A of theCode (“Section 409A”).

 

This Plan does not abrogate any of the usualentitlements which a Participant has or will have, first, while a regularemployee, and subsequently, after termination, and thus a Participant shall beentitled to receive all benefits payable to him or her under each and everyqualified plan, welfare plan and any other plan or program relating to benefitsand deriving from his or her employment with the Company, but solely inaccordance with the terms and provisions thereof.

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# 5.             *Withholding Taxes*. The Company maywithhold from all payments due to the Participant (or his or her beneficiary orestate) hereunder all taxes which, by applicable federal, state, local or otherlaw, the Company is required to withhold therefrom.

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# 6.             *Reimbursement of Expenses*. If a Changein Control actually occurs and any contest or dispute shall arise under thisPlan involving termination of a Participant’s employment with the Company orinvolving the failure or refusal of the Company to perform fully in accordancewith the terms hereof, the Company shall reimburse the Participant on a currentbasis (and in accordance with Section 8 below) for all reasonable legalfees and related expenses, if any, incurred by the Participant in connectionwith such contest or dispute, provided that the Participant shall berequired to repay immediately any such amounts to the Company to the extentthat a court or an arbitration panel issues a final and non- appealable ordersetting forth the determination that the position taken by the Participant wasfrivolous or advanced by the Participant in bad faith.

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# 7.             *Scope of Plan*. Nothing in this Planshall be deemed to entitle the Participant to continued employment with theCompany, and if a Participant’s employment with the Company shall terminatebefore a Change in Control, the Participant shall have no further rights underthis Plan (except as specifically provided herein); provided that anytermination of a Participant’s employment during the Termination Period shallbe subject to all of the provisions of this Plan.

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# 8.             *Certain Additional Agreements under Section 409A*.

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## (a)           Ifand to the extent that  (i) anypayment or benefit is determined by the Company to constitute “non-qualifieddeferred compensation” subject to Section 409A, (ii) such payment orbenefit under this Plan or otherwise is provided to a Participant who is a “specifiedemployee” (within the meaning of Section 409A and as determined pursuantto procedures established by the Company) and (iii) such payment or benefitmust be delayed for six months from the Participant’s Date of Termination (oran earlier date) in order to comply with Section 409A(a)(2)(B)(i) ofthe Code and not cause the Participant to incur any additional tax under Section 409A,then the Company 

 

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## will delay making any such payment or providing such benefit until theexpiration of such six month period.  Anypayment or benefit due upon a termination of the Participant’s employment thatrepresents a “deferral of compensation” within the meaning of Section 409Ashall only be paid or provided to the Executive upon a “separation from service”(within the meaning of Treas. Reg. 1.409A-1(h)).  If a Participant dieswithin 6 months following such separation from service, any such delayedpayments or benefits shall not be further delayed, and shall be immediatelypayable to his or her estate in accordance with the applicable provisions ofthis Plan.

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## (b)           Notwithstandinganything to the contrary herein, any payment or benefit under Section 4 or6 or otherwise that is exempt from Section 409A pursuant to Treas. Reg.1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to theParticipant only to the extent that the expenses are not incurred, or thebenefits are not provided, beyond the last day of the second taxable year ofthe Participant following the taxable year of the Participant in which the “separationfrom service” occurs; and provided further that such expenses are reimbursed nolater than the last day of the third taxable year following the taxable year ofthe Participant in which the “separation from service” occurs.

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## (c)           Exceptas otherwise expressly provided herein, to the extent any expense reimbursementor the provision of any in-kind benefit under this Plan is determined to besubject to Section 409A, the amount of any such expenses eligible forreimbursement, or the provision of any in-kind benefit, in one calendar yearshall not affect the expenses eligible for reimbursement in any other taxableyear (except for any life-time or other aggregate limitation applicable tomedical expenses), in no event shallany expenses be reimbursed after the last day of the calendar year followingthe calendar year in which the Participant incurred such expenses, and in noevent shall any right to reimbursement or the provision of any in-kind benefitbe subject to liquidation or exchange for another benefit.

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## (d)           Forthe purposes of this Plan, each payment made pursuant to Section 4(b) or(c) shall be deemed to be separate payments, and amounts payable under Section 4of this Plan shall be deemed not to be a “deferral of compensation” subject to Section 409Ato the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-termdeferrals”) and (b)(9) (“separation pay plans,” including the exceptionunder subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1through A-6.

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# 9.             *Participant Covenants*.

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## (a)           Inthe performance of the Participant’s duties, the Participant has previouslyhad, and may in the future have, access to confidential records andinformation, including, but not limited to, development, marketing, purchasing,organizational, strategic, financial, managerial, administrative,manufacturing, production, distribution and sales information, data,specifications and processes presently owned or at any time hereafter developedby the Company or its agents or consultants or used presently or at any timehereafter in the course of its business, that are not otherwise part of thepublic domain (collectively, the “**ConfidentialMaterial**”). All such Confidential 

 

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## Material is considered secret and has been and/or will be disclosed tothe Participants in confidence. By executing a Separation Agreement andRelease, a Participant shall agree that:

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### (v)           the ConfidentialMaterial constitutes propriety information of the Company which drawsindependent economic value, actual or potential, from not being generally knownto the public or to other persons who could obtain economic value from itsdisclosure or use, and that the Company has taken efforts reasonable under thecircumstances, of which this Section 9(a) is an example, to maintainits secrecy;

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### (vi)          except in the performanceof a Participant’s duties to the Company, he or she shall not, directly orindirectly for any reason whatsoever, disclose or use any such ConfidentialMaterial that (x) has been publicly disclosed or was within theParticipant’s possession before its being furnished to him or her by theCompany or becomes available to him or her on a nonconfidential basis from athird party (in any of such cases, not due to a breach by the Participant orhis or her obligations to the Company or by breach of any other person of aconfidential, fiduciary or confidential obligation, the breach of which theParticipant knows or reasonably should know), (y) is required to bedisclosed by the Participant pursuant to applicable law, and the Participantprovides notice to the Company of such requirement as promptly as possible, or (z) wasindependently acquired or developed by the Participant without violating any ofthe obligations under this Plan and without relying on Confidential Material ofthe Company; and

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### (vii)         All records, files,drawings, documents, equipment and other tangible items, wherever located,relating in any way to the Confidential Material or otherwise to the Company’sbusiness, which a Participant has prepared, used or encountered shall be andremain the Company’s sole and exclusive property and shall be included in theConfidential Material, and, upon a Participant’s termination of employment withthe Company, or whenever requested by the Company, he or she shall promptlydeliver to the Company any and all of the Confidential Material and copiesthereof, not previously delivered to the Company, that may be, or at anyprevious time has been, in his or her possession or under his or her control.

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## (b)           Byexecuting a Separation Agreement and Release, a Participant shall agree that,for a number of years following his or her Date of Termination equal to theSeverance Multiple, he or she shall not, in any manner, directly or indirectly(without the prior written consent of the Company):  (i) Solicit any Client to transactbusiness with a Competitive Enterprise or to reduce or refrain from doing anybusiness with the Company, (ii) interfere with or damage any relationshipbetween the Company and a Client or (iii) Solicit anyone who is then anemployee of the Company (or who was an employee of the Company within the prior12 months) to resign from the Company or to apply for or accept employment withany other business or enterprise. For purposes of this Plan: (i) “**Competitive Enterprise**” means anybusiness enterprise that either (A) 

 

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## engages in any activity closely associated with commercial banking orthe operation of an institution, the deposits of which are insured by theFederal Deposit Insurance Corporation, in a Restricted Territory (as definedbelow), or (B) holds a 25% or greater equity, voting or profitparticipation interest in any enterprise that engages in such a competitiveactivity; (ii) “**Client**”means any client or prospective client of the Company to whom the Participantprovided services, or for whom the Participant transacted business; and (iii) “**Solicit**” means any direct or indirectcommunication of any kind, regardless of who initiates it, that in any wayinvites, advises, encourages or requests any person to take or refrain fromtaking any action. Nothing in this Section 9(b), however, shall prohibit aParticipant or any Person or entity in which he or she has an interest fromplacing advertisements in periodicals of general circulation solicitingapplications for employment, or from employing any person who answers any suchadvertisement. A Participant shall not be deemed to violate this Section 9(b) solelyby virtue of his or her interest in a Person whose stock is publicly traded ifhe or she is the owner of not more than 2% of the outstanding shares of anyclass of stock of such corporation, provided he or she has no activeparticipation in the business of such corporation (other than voting his or herstock) and he or she does not provide services to such corporation in anycapacity (whether as an employee, an independent contractor or consultant, aboard member, or otherwise).

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## (c)           Solelyin the case of a Participant whose Severance Multiple is more than 2, by his orher executing a Separation Agreement and Release, he or she agrees that, for 2years following the Date of Termination, he or she shall not directly orindirectly (without the prior written consent of the Company) associate(including as a director, officer, employee, partner, consultant, agent oradvisor) with a Competitive Enterprise in a Restricted Territory and inconnection with such Participant’s association engage, or directly orindirectly manage or supervise personnel engaged, in any activity:

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### (viii)        that is substantially relatedto any activity that the Participant was engaged in with the Company during the12 months before the date of termination of the Participant’s employment,

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### (ix)           that is substantiallyrelated to any activity for which the Participant had direct or indirectmanagerial or supervisory responsibility with the Company during the 12 monthsbefore the Date of Termination, or

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### (x)            that calls for theapplication of specialized knowledge or skills substantially related to thoseused by the Participant in his or her activities with the Company during the 12months before the Date of Termination.

 

For purposes of this Plan, “**RestrictedTerritory**” means the geographic area of all counties in whichthe Company (or its subsidiaries) has a branch. In addition, for the purposesof this Plan, each Participant whose Severance Multiple is more than 2 is partof “executive and management personnel” of the Company within the meaning ofC.R.S. § 8-2-113(2).

 

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## (d)           Bya Participant’s acceptance of payments under this Plan, he or she shall bedeemed to have acknowledged that violation of Sections 9(a), 9(b) or 9(c) ofthis Plan would cause the Company irreparable damage for which the Companycannot be reasonably compensated in damages in an action at law, and thattherefore, in the event of any breach by him or her of such Sections, theCompany shall be entitled to make application to a court of competentjurisdiction for equitable relief by way of injunction or otherwise (withoutbeing required to post a bond). This provision shall not, however, be construedas a waiver of any of the rights which the Company may have for damages underthis Plan or otherwise, and, except as limited in Section 13(b), all ofthe Company’s rights and remedies shall be unrestricted.

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# 10.           *Successors;Binding Agreement*.

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## (a)           TheCompany will require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Company to unconditionally assume all of the obligationsof the Company hereunder. Failure of the Company to obtain such assumptionbefore the effectiveness of any such succession shall constitute Good Reasonhereunder and shall entitle the Participant to compensation and other benefitsfrom the Company in the same amount and on the same terms as the Participantwould be entitled hereunder if the Participant’s employment were terminatedfollowing a Change in Control by reason of a Qualifying Termination, exceptthat for purposes of implementing the foregoing, the date on which anysuccession becomes effective shall be deemed the Date of Termination.

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## (b)           Thebenefits provided under this Plan shall inure to the benefit of and beenforceable by the Participant’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If theParticipant shall die while any amounts would be payable to the Participanthereunder had the Participant continued to live, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisPlan to such person or persons appointed in writing by the Participant toreceive such amounts or, if no person is so appointed, to the Participant’sestate.

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# 11.           *Noticeof Termination*. Any purported termination of a Participant’semployment by the Company, or by a Participant, as the case may be, shall becommunicated by written notice of termination to the other party hereto inaccordance with Section 12 hereof. For purposes of this Plan, a “notice oftermination” shall mean a notice which shall indicate the specific terminationprovision in this Plan relied upon and shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theParticipant’s employment under the provision so indicated. The failure by theParticipant or the Company to set forth in such notice any fact or circumstancewhich contributes to a showing of Good Reason or Cause shall not waive anyright of the Participant or the Company hereunder or preclude the Participantor the Company from asserting such fact or circumstance in enforcing theParticipant’s or the Company’s rights hereunder.

 

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# 12.           *Notice*.For purposes of this Plan, all notices and other communications required orpermitted hereunder shall be in writing and shall be deemed to have been dulygiven when delivered or 5 days after deposit in the United States mail, certifiedand return receipt requested, postage prepaid, addressed as follows:

 

If tothe Participant:  the address listed asthe Participant’s address in the Company’s personnel files.

 

If tothe Company:

 

Guaranty Bancorp

1331 Seventeenth Street, Suite 300

Denver, Colorado  80202

Attention:  General Counsel

 

or to such other address as either party may have furnished to theother in writing in accordance herewith, except that notices of change ofaddress shall be effective only upon receipt.

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# 13.           *FullSettlement; Resolution of Disputes*.

##  

## (a)           TheCompany’s obligation to make any payments provided for in this Plan andotherwise to perform its obligations hereunder shall be in lieu and in fullsettlement of all other severance payments to the Participant under any otherseverance or employment agreement between the Participant and the Company, andany severance plan of the Company. In no event shall the Participant beobligated to seek other employment or take other action by way of mitigation ofthe amounts payable to the Participant under any of the provisions of this Planand, except as provided in the Separation Agreement and Release, such amountsshall not be reduced whether or not the Participant obtains other employment.

##  

## (b)           Anycontroversy or claim between the Participant and the Company arising out of orrelating to or concerning this Plan (including the covenants contained in Section 9)and any dispute regarding the Participant’s employment or the termination ofParticipant’s employment or any dispute regarding the application,interpretation or validity of this Plan (each, an “**Employment Matter**”) will be finallysettled by arbitration in Denver County, Colorado and administered by theAmerican Arbitration Association (the “AAA”) under its Commercial Arbitration Rules thenin effect. In the event of any conflict between this Plan and the rules ofthe American Arbitration Association, the provisions of this Plan shall bedeterminative. If the parties are unable to agree upon an arbitrator, theyshall select a single arbitrator from a list of 5 arbitrators designated by theoffice of the American Arbitrator Association having responsibility for DenverCounty, Colorado, all of whom shall be retired judges who are actively involvedin hearing private cases or members of the National Academy of Arbitrators, andwho, in either event, are residents of such forum. If the parties are unable toagree upon an arbitrator from such list, they shall each strike namesalternatively from the list, with the first to strike being determined by lot.After each party has used 2 strikes, 

 

12

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## the remaining name on the list shall be the arbitrator. The AAA’sCommercial Arbitration Rules will be modified in the following ways:  (i) each arbitrator will agree to treatas confidential evidence and other information presented to them, (ii) therewill be no authority to award punitive damages, (iii) there will be noauthority to amend or modify the terms of the Plan and (iv) a decision mustbe rendered within 10 business days of the parties’ closing statements orsubmission of post-hearing briefs. A Participant or the Company may bring anaction or special proceeding in a state or federal court of competentjurisdiction sitting in Denver County, Colorado to enforce any arbitrationaward under this Section 13(b).

#  

# 14.           *Survival*.The respective obligations and benefits afforded to the Company and theParticipant as provided in Sections 4 (to the extent that payments or benefitsare owed as a result of a termination of employment that occurs during the termof this Plan) 5, 6, 9, 10(b) and 13 shall survive the termination of thisPlan.

#  

# 15.           *GOVERNINGLAW; VALIDITY*. THE INTERPRETATION, CONSTRUCTION AND PERFORMANCEOF THIS PLAN SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITHTHE INTERNAL LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO THE PRINCIPLE OFCONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAWS. THE INVALIDITY ORUNENFORCEABILITY OF ANY PROVISION OF THIS PLAN SHALL NOT AFFECT THE VALIDITY ORENFORCEABILITY OF ANY OTHER PROVISION OF THIS PLAN, WHICH OTHER PROVISIONSSHALL REMAIN IN FULL FORCE AND EFFECT.

#  

# 16.           *Term;Amendment and Termination*.

##  

## (a)           ThisPlan shall continue in full force and effect until its terms and provisions arecompletely carried out except that (i) the Board may terminate this Planat a time that is both before a Change in Control and not during a Change inControl Period and (ii) the Board may terminate this Plan as to futureChanges in Control beginning on the second anniversary of the last Change inControl then to occur.

##  

## (b)           ThisPlan may be amended in any respect by the Board so long as the amendment ismade at a time that is both before a Change in Control and not during a Changein Control Period and so long as any such amendment does not cause aParticipant to incur additional tax or penalties under Section 409A. Inaddition, the Board may amend this Plan as to future Changes in Controlbeginning on the second anniversary of the last Change in Control then tooccur.

##  

## (c)           Forthe avoidance of doubt, during a Change in Control Period or TerminationPeriod, this Plan shall not be subject to amendment, change, substitution,deletion, revocation or termination in any respect.

##  

## (d)           A “**Change in Control Period**” shall beginon the occurrence of any of (i) the Company (or any Person acting on theCompany’s behalf) conducting negotiations to effect a Change in Control and (ii) theCompany (or any Person acting on 

 

13

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## its behalf) executing a letter of intent (whether or not binding) or adefinitive agreement to effect a Change in Control and shall end on the earlierof (A) the date of the occurrence of a Change in Control and (B) 90days after both (x) the Company (or any Person acting on the Company’sbehalf) ceases conducting negotiations to effect a Change in Control and (y) anyletter of intent (whether or not binding) or a definitive agreement to effect aChange in Control has terminated or expired (other than with respect toprovisions relating to confidentiality or other provisions reasonablydetermined by the Board to be unrelated to effecting a future Change inControl).

#  

# 17.           *Interpretationand Administration*. The Plan shall be administered by the Board.The Board may delegate any of its powers under the Plan to a committeethereof.  Unless otherwise provided inthis Plan, actions of the Board or such committee shall be taken by a majorityvote of its members. All references to the “Board” herein shall be deemed to bereferences to such delegate, as appropriate. The Board shall have the authority(i) to exercise all of the powers granted to it under the Plan, (ii) toconstrue, interpret and implement the Plan, (iii) to prescribe, amend andrescind rules and regulations relating to the Plan, (iv) to make alldeterminations necessary or advisable in administration of the Plan and (v) tocorrect any defect, supply any omission and reconcile any inconsistency in thePlan.  Notwithstanding any otherprovisions of the Plan to the contrary and to the extent applicable, it isintended that the Plan comply with the requirements of Section 409A, andthe Plan shall be interpreted, construed and administered in accordance withthis intent, so as to avoid the imposition of taxes and penalties on theParticipant pursuant to Section 409A. However, the Company shall have no liability to any Participant,beneficiary or otherwise if the Plan or any amounts paid or payable hereunderare subject to the additional tax and penalties under Section 409A.

#  

# 18.           *Typeof Plan*. This Plan is intended to be, and shall be interpretedas an unfunded employee welfare plan under Section 3(1) of theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 2520.104-24of the Department of Labor Regulations, maintained primarily for the purpose ofproviding employee welfare benefits, to the extent that it provides welfarebenefits, and under Sections 201, 301 and 401 of ERISA, as a plan that isunfunded and maintained primarily for the purpose of providing deferredcompensation, to the extent that it provides such compensation, in each casefor a select group of management or highly compensated employees.

#  

# 19.           *Severability*.If a provision of this Plan shall be held illegal or invalid, the illegality orinvalidity shall not affect the remaining parts of this Plan and this Planshall be construed and enforced as if the illegal or invalid provision had notbeen included.

#  

# 20.           *Nonassignability*.Except as otherwise provided in Section 10(b), benefits under the Plan maynot be sold, assigned, transferred, pledged, anticipated, mortgaged, orotherwise encumbered, transferred, hypothecated, or conveyed in advance ofactual receipt the amounts, if any, payable hereunder, or any part thereof bythe Participant.

 

14

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# 21.           *EffectiveDate*. The Plan was adopted and became effective as of December 11,2006, was amended and restated as of May 7, 2007, and was further amendedand restated effective as of January 1, 2009.

 

15

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**ScheduleA**

 

 
| **Employee**         | ** ** | **Severance  Multiple** | ** ** | **Participation  Period**                                 |
|----------------------|------------|-------------------------|------------|-----------------------------------------------------------|
| Daniel M. Quinn      |       | 3                       |       | Until removed by the  Board in accordance with Section 3. |
|                 |       |                    |       |                                                      |
| Zsolt K. Besskó |       | 2                       |       | Until removed by the  Board in accordance with Section 3. |
|                 |       |                    |       |                                                      |
| Suzanne R. Brennan   |       | 2                       |       | Until removed by the  Board in accordance with Section 3. |
|                 |       |                    |       |                                                      |
| Sherri L. Heronema   |       | 2                       |       | Until removed by the  Board in accordance with Section 3. |
|                 |       |                    |       |                                                      |
| James K. Simons      |       | 2                       |       | Until removed by the  Board in accordance with Section 3. |
|                 |       |                    |       |                                                      |
| Paul W. Taylor       |       | 2                       |       | Until removed by the  Board in accordance with Section 3. |

 

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** **

**Schedule B**

 

AdditionalReimbursement Payments by the Company

 

## (a)           Pursuantto Section 4(e) of the Plan, in the event it shall be determined thatany payment, award, benefit or distribution (or any acceleration of anypayment, award, benefit or distribution) by the Company (or any of itsaffiliated entities or any entity which effectuates a Change in Control (or anyof its affiliated entities) to or for the benefit of the Participant (whetherpursuant to the terms of this Plan or otherwise, but determined without regardto any additional payments required under this Schedule B) (the “**Payments**”) would be subject to theexcise tax imposed by Section 4999 of the Internal Revenue Code of 1986,as amended (the “**Code**”), orany interest or penalties are incurred by the Participant with respect to suchexcise tax (such excise tax, together with any such interest and penalties, arehereinafter collectively referred to as the “**Excise Tax**”), then the Company shall pay to theParticipant an additional payment (a “**ReimbursementPayment**”) in an amount such that after payment by theParticipant of all taxes (including any Excise Tax) imposed upon theReimbursement Payment, the Participant retains an amount of the ReimbursementPayment equal to the Excise Tax imposed upon the Payments. For purposes ofdetermining the amount of the Reimbursement Payment, the Participant shall bedeemed to (i) pay federal income taxes at the highest marginal rates offederal income taxation for the calendar year in which the ReimbursementPayment is to be made and (ii) pay applicable state and local income taxesat the highest marginal rate of taxation for the calendar year in which theReimbursement Payment is to be made, net of the maximum reduction in federalincome taxes which could be obtained from deduction of such state and localtaxes.  The Excise Reimbursement Payment shallbe paid to the Participant as soon as practicable following determination ofthe amount thereof, but in event no later than by the end of the Participant’staxable year next following the taxable year in which the Excise Tax isremitted.

##  

## (b)           Notwithstandingthe provisions of paragraph (a) above, if it shall be determined that theParticipant is entitled to a Reimbursement Payment, but that the Payments wouldnot be subject to the Excise Tax if the Payments were reduced by an amount thatis no more than 10% of the portion of the Payments that would be treated as “parachutepayments” under Section 280G of the Code, then the amounts payable to theParticipant under this Plan shall be reduced (but not below zero) to themaximum amount that could be paid to the Participant without giving rise to theExcise Tax (the “**Safe Harbor Cap**”),and no Reimbursement Payment shall be made to the Participant.  The reduction of the amounts payablehereunder, if applicable, shall be made by reducing first the benefits under Section 4(d),followed by the payments under Section 4(c) and then the paymentunder Section 4(b).

##  

## (c)           Subjectto the provisions of paragraphs (a) and (b) above, all determinationsrequired to be made under this Schedule B, including whether and when aReimbursement Payment is required, the amount of such Reimbursement Payment,the amount of any Option Redetermination (as defined below), the reduction ofthe Payments 

 

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## to the Safe Harbor Cap and the assumptions to be utilized in arrivingat such determinations, shall be made by a public accounting firm that isretained by the Company as of the date immediately before the Change in Control(the “**Accounting Firm**”)which shall provide detailed supporting calculations both to the Company andthe Participant within 15 business days of the receipt of notice from theCompany or the Participant that there has been a Payment, or such earlier timeas is requested by the Company (collectively, the “**Determination**”). For the avoidance ofdoubt, the Accounting Firm may use the Option Redetermination amount indetermining the reduction of the Payments to the Safe Harbor Cap.Notwithstanding the foregoing, in the event (i) the Board shall determinebefore the Change in Control that the Accounting Firm is precluded fromperforming such services under applicable auditor independence rules or (ii) theAudit Committee of the Board determines that it does not want the AccountingFirm to perform such services because of auditor independence concerns or (iii) theAccounting Firm is serving as accountant or auditor for the person(s) effectingthe Change in Control, the Board shall appoint another nationally recognizedpublic accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the “Accounting Firm” for all purposesof this Plan). All fees and expenses of the Accounting Firm shall be bornesolely by the Company, and the Company shall enter into any agreementreasonably requested by the Accounting Film in connection with the performanceof the services hereunder.  If theAccounting Firm determines that no Excise Tax is payable by a Participant, itshall furnish the Participant with a written opinion to such effect, and to theeffect that failure to report the Excise Tax, if any, on the Participant’sapplicable federal income tax return will not result in the imposition of anegligence or similar penalty. In the event the Accounting Firm determines thatthe Payments shall be reduced to the Safe Harbor Cap, it shall furnish theParticipant with a written opinion to such effect. The Determination by theAccounting Firm shall be binding upon the Company and the Participant.

##  

## (d)           Asa result of the uncertainty in the application of Section 4999 of the Codeat the time of the Determination, it is possible that Reimbursement Paymentswhich will not have been made by the Company should have been made (“**Underpayment**”) or ReimbursementPayments are made by the Company which should not have been made (“**Overpayment**”), consistent with thecalculations required to be made hereunder. In the event the amount of theReimbursement Payment is determined by the Accounting Firm, the Company (whichincludes the position taken by the Company on its federal income tax return),the Internal Revenue Service or a court to be less than the amount necessary toreimburse the Participant for the Excise Tax, the amount of the Underpaymentthat has occurred and any such Underpayment (together with interest at the rateprovided in Section 1274(b)(2)(B) of the Code) shall be promptly paid(but in event no later than by the end of the Participant’s taxable year nextfollowing the taxable year in which the Excise Tax is remitted) by the Companyto or for the benefit of the Participant. In the event the amount of the Reimbursement Payment is determined, byfinal determination of a court or Internal Revenue Service proceeding (that isfinal and conclusively resolved), to exceed the amount necessary to reimbursethe Participant for the Excise Tax, the Accounting Firm shall determine theamount of the Overpayment that has been made and any such Overpayment (togetherwith interest at the rate provided in 

 

B-2

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## Section 1274(b)(2) of the Code) shall be promptly paid by theParticipant (to the extent the Participant has received a refund if theapplicable Excise Tax has been paid to the Internal Revenue Service) to or forthe benefit of the Company. The Participant shall cooperate, to the extent hisor her expenses are reimbursed by the Company, with any reasonable requests bythe Company in connection with any contests or disputes with the InternalRevenue Service in connection with the Excise Tax. In the event that theCompany makes a Reimbursement Payment to the Participant and subsequently theCompany determines that the value of any accelerated vesting of stock optionsheld by the Participant shall be redetermined within the context of TreasuryRegulation § 1.280G-1 Q/A 33 (the “**Option Redetermination**”), the Participant shall (i) filewith the Internal Revenue Service an amended federal income tax return thatclaims a refund of the overpayment of the Excise Tax attributable to suchOption Redetermination and (ii) promptly pay the refunded Excise Tax tothe Company; provided that the Company shall pay all reasonableprofessional fees incurred in the preparation of the Participant’s amendedfederal income tax return. If the Option Redetermination occurs in the sameyear that the Reimbursement Payment is included in the Participant’s taxableincome, then in addition to returning the refund to the Company, theParticipant will also promptly return to the Company any tax benefit realizedby the return of such refund and the return of the additional tax benefitpayment (all determinations pursuant to this sentence shall be made by theAccounting Firm). In the event that amounts payable to the Participant underthis Plan were reduced pursuant to paragraph (b) above and subsequentlythe Participant determines there has been an Option Redetermination thatreduces the value of the Payments attributable to such options, the Companyshall promptly pay to the Participant any amounts payable under this Plan thatwere not previously paid solely as a result of the provisions of paragraph (b) above,up to the Safe Harbor Cap.

** **

**B-3**

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** **

**ScheduleC**

** **

**FORM OF CIC SEPARATION AGREEMENT AND RELEASE(HEREIN “AGREEMENT”)**

 

In connection with the termination of youremployment by Guaranty Bancorp (the “**Company**”),effective                     , 200     , and in accordance with the terms and conditions of the Guaranty BancorpChange In Control Severance Plan, as established December 11, 2006 (the “**Plan**”), the Company agrees to provideyou, contingent upon your execution of this Agreement, with the followingseverance payment and benefits:

 

·      [descriptionof severance payment and benefits to be inserted]

 

In consideration of the payment and benefits setforth above, you agree knowingly and voluntarily as follows:

 

1.                                       You knowingly and voluntarily waive andrelease forever whatever claims you ever had, now have or hereafter may haveagainst the Company and any subsidiary or affiliate of the Company, any oftheir successors or assigns and any of their present and former employees,directors, officers and agents (collectively referred to as “Releasees”), basedupon any matter, occurrence or event existing or occurring before the executionof this Agreement, including anything relating to your employment with theCompany and any of its subsidiaries or affiliates or to the termination of suchemployment or to your status as a shareholder or creditor of the Company.

 

This release and waiverincludes but is not limited to any rights or claims under United Statesfederal, state or local law and the national or local law of any foreigncountry (statutory or decisional), for wrongful or abusive discharge, forbreach of any contract, for misrepresentation, for breach of any securitieslaws, or for discrimination based upon race, color, ethnicity, sex, age,national origin, religion, disability, sexual orientation, or any otherunlawful criterion or circumstance, including rights or claims under the AgeDiscrimination in Employment Act of 1967 (“ADEA”)(except that you do not waiveADEA rights or claims that may arise after the date of this Agreement).

 

2.                                       You agree never to institute any claim, suitor action at law or in equity against any Releasee in any way by reason of anyclaim you ever had, now have or hereafter may have relating to the mattersdescribed in the two preceding paragraphs.

 

3.                                       The payment andbenefits described herein shall be in lieu of any and all other amounts towhich you might be, are now or may become entitled from the Company, itssubsidiaries and affiliates and, without limiting the generality of theforegoing, you hereby expressly waive any right or claim that you may have or assert to payment forsalary, bonuses, medical, dental or hospitalization benefits, life insurancebenefits or attorneys’ fees; provided that notwithstanding any other provisionof this Agreement, you do not waive any of your rights and the Company shallcomply with its obligations with respect to continuation coverage 

 

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requirements under Section 4980B of the Internal Revenue Code of1986, as amended (commonly referred to as “COBRA”).

 

4.                                       You hereby expressly agree to comply with therestrictions on your conduct set forth in Section 9 of the Plan for theperiods applicable to you (as if such Section 9 were directly incorporatedin this Agreement). You acknowledge that your compliance with Section 9 ofthe Plan is a material condition to the Company providing you with the paymentand benefits described herein and that the Company would not have agreed toprovide such payment or benefits absent your agreement. You also acknowledgethat Section 9 of the Plan limits your ability to earn a livelihood in aCompetitive Enterprise (as defined in the Plan) and your relationships withClients (as defined in the Plan). You acknowledge, however, that complying withSection 9 of the Plan will not result in severe economic hardship for youor your family.

** **

**[**Your signature below will also constituteconfirmation that (i) you have been given at least 21 days within which toconsider this release and its consequences, (ii) you have been advisedbefore signing this Agreement to consult, and have consulted, with an attorneyof your choice, and (iii) you have been advised that you may revoke thisAgreement at any time during the 7 day period immediately following the dateyou signed this letter.**] [Subject to revisionbased on circumstances of participant, and in accordance with applicable law]**

 

This Agreement shall be governed by the laws ofState of Colorado.

 

Please confirm by returning to                            the enclosed copy of this Agreement, signed in the place provided, that youhave knowingly and voluntarily decided to accept and agree to the foregoing.

 
| GUARANTY BANCORP |
|------------------|
|             |
|             |
|             |
| Name:            |   |
| Title:           |   |

 
| AGREED AND ACKNOWLEDGED: |
|--------------------------|
|                     |
|                     |
|                     |
| Name:                    |   |
| Date:                    |   |

 

C-2

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