Exhibit
10.14


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into as of the 12th day
of August, 2003, by and between CoBiz, Inc., a Colorado corporation
(“Company”), and Lyne B. Andrich (“Employee”).


 


WITNESSETH:


 


WHEREAS, Company
desires Employee to become employed by Company and Employee desires to become
employed by Company upon the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
the parties agree as follows:


 


1.             EMPLOYMENT.  Company hereby agrees to employ Employee,
and Employee hereby agrees to be employed by Company, as an Executive Vice
President and Chief Financial Officer or different executive capacities as may
be determined from time to time by the Boards of Directors of Company and the
Bank


 


2.               RESPONSIBILITIES
OF EMPLOYMENT.  During the term of
his employment, Employee:


 


(a)        shall
diligently and faithfully serve Company and the Bank in such executive
capacities as may be determined from time to time by the Boards of Directors of
Company and the Bank, and he shall devote his best efforts and entire business
time, services and attention to the advancement of Company’s interests;


(b)       shall not,
without the prior written consent of the Board of Directors of Company, engage
in any other employment or business, directly or indirectly, as a sole
proprietor, a member of a partnership or limited liability company, as a
director, officer, employee or shareholder of a corporation not affiliated with
Company, or as a consultant or otherwise, whether for compensation or
otherwise, which could reasonably be expected to or does interfere with
Employee’s performance of his duties hereunder or which business is in
competition in any way with the business then being conducted by Company or the  Bank; provided, however, that the provisions
of this subparagraph (b) shall not be deemed to prohibit Employee’s ownership
of stock in any publicly owned corporation so long as Employee’s ownership,
directly and indirectly, when aggregated with the direct and indirect ownership
of all members of Employee’s family, does not exceed one percent (1%) of the
total outstanding stock of such publicly owned corporation, measured by
reference to either market value or voting power;


(c)        shall
diligently and faithfully carry out the policies, programs and directions of
the Boards of Directors of Company and the Bank;


(d)       shall fully
cooperate with such other officers of the Company and the Bank as may be
elected or appointed by the Boards of Directors of Company and the Bank; and


(e)        shall report
to the Chief Executive Officer of Company.


 


3.               COMPENSATION.  Company will compensate Employee for his
services during the term of this Agreement and his employment hereunder as
follows:


 


a.               Basic
Compensation.  Company shall pay to
Employee as basic compensation the sum of One Hundred Twenty Thousand  Dollars ($120,000) per year, payable in
accordance with Company’s normal payroll schedule.  Employee’s basic compensation may be increased from time to time
in the sole discretion of Company’s Board of Directors.


b.              Benefits.  Employee shall be entitled to use a Company
automobile (model and year to be agreed upon from time to time by Employee and
Company’s Chief Executive officer) in the course of performing his duties
hereunder and shall be entitled to participate in any and all other benefits
from time to time afforded executive employees of Company, including, without
limitation, health, accident, hospitalization and life insurance programs.  Company shall additionally pay the monthly
(not initial or initiation) dues for Employee at a country, health or social
club to be agreed upon by Employee and Company’s Chief Executive Officer.


 

















 


c.               Reimbursement of
Expenses.  Employee shall be
entitled to reimbursement of ordinary and necessary out-of-pocket expenses
reasonably incurred by him on behalf of Company in the course of performing his
duties hereunder, subject to his furnishing appropriate documentation relative
to such expenses in form and substance satisfactory to Company.


d.              Vacations.  Employee shall be entitled to four (4) weeks
paid vacation each year, subject to Company’s general vacation policy.


e.               Discretionary
Bonus Plan.  Company has a
discretionary bonus plan for key executives. 
Employee shall be entitled to participate in such discretionary bonus
plan.


f.                 Stock Option.  Company has an Incentive Stock Option Plan
(the “Plan”) for key employees. 
Employee shall be entitled to participate in the Plan.


g.              Allocations.  As Company and Employee intend that Employee
will be a dual employee of Company and the Bank, and that Employee will be
devoting substantial time and attention to the affairs of the Bank, Company may
allocate to the Bank any portion of Employee’s basic and other compensation
that Company and the Bank deem to be a lawful and appropriate allocation, but
no such allocation will relieve Company of any of its obligations to Employee
under this Agreement.


 


4.     TERM AND
TERMINATION.


(a)        Term.  The term of this Agreement shall commence on
the date hereof and shall continue until employee’s employment hereunder is
terminated by Company or Employee as provided in Section 4(b).


(b)       Termination.  Either Company or Employee may terminate
this Agreement and Employee’s employment with the Company hereunder at any time
by written notice to the other specifying the effective date of the
termination.  In the case of a
termination by Employee, the effective date of termination shall be no less
than 30 days after the notice is given; provided that, at any time after
receipt of a notice of termination from Employee, Company may elect to
accelerate the effective date of termination, but such accelerated termination
shall still be deemed a termination by Employee.  This Agreement and Employee’s employment with Company shall
automatically terminate upon Employee’s death or Disability (as defined in
Paragraph 4(d)).  Upon any termination,
Company shall pay to Employee or Employee’s estate the compensation and expense
reimbursements accrued under Paragraph 3 through the effective date of
termination, but shall not be obligated to make any other payment to Employee
except as expressly provided in Paragraph 4(c).


(c)        Severance.  In the event that Employee’s employment is
terminated (A) by the Company without Cause (as defined in Paragraph 4(d)), (B)
by Employee within         days after
Employee is Constructively Discharged (as defined in Paragraph 4(d)), (C) by
Employee within 24 months after a Change of Control (as defined in Paragraph
4(d)) or (D) as a result of Employee’s death or Disability, the Company shall
pay to Employee or Employee’s estate, in addition to amounts accrued under
Paragraph 3 through the date of termination, the following severance benefits
in lieu of any other severance pay or similar plan or policy of the Company:


(i)           Twelve
(12) consecutive monthly payments each equal to one-twelfth (1/12th)
of Employee’s annual basic compensation in effect immediately prior to
Employee’s termination;


(ii)        Twelve (12) consecutive monthly payments each
equal to one-twelfth (1/12th) of the higher of (A) Employee’s
discretionary bonus for the previous calendar year, or (B) the average of
Employee’s discretionary bonus for the previous three (3) calendar years (or
such fewer calendar years as Employee has been employed), in each case prorated
to the date of Employee’s termination;


(iii)     For the twelve (12) month period following the date
of termination of Employee’s employment, Company will maintain in full force
and effect for the continued benefit of Employee each employee benefit plan in
which Employee was a participant immediately prior to the date of Employee’s
termination, unless an essentially equivalent and no less favorable benefit is
provided by a subsequent employer at no additional cost to Employee.  If the terms of any employee benefit plan of
Company do not permit continued participation by Employee, then Company will
arrange to provide to Employee (at Company’s cost) a benefit substantially
similar to and no less favorable than the benefit Employee was entitled to
receive under such plan at the end of the period of coverage.  (This provision specifically is not
applicable to Employee’s automobile and club dues, which benefits end upon
Employee’s date of termination of employment.)


 


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(iv)    For the twelve (12) month period following the date
of termination of Employee’s employment, Company will treat Employee for all
purposes as an Employee under all of Company’s retirement plans in which
Employee was a participant on the date of termination of Employee’s employment
or under which Employee would become eligible during such twelve (12) month
period (hereinafter referred to collectively as the “Plan”) . Benefits due to
Employee under the Plan shall be computed as if Employee had continued to be an
Employee of Company for the twelve (12) month period following termination of
employment.  If under the terms of the
Plan such continued coverage is not permitted, Company will pay to Employee or
Employee’s estate a supplemental benefit in an amount which, when added to the
benefits that Employee is entitled to receive under the Plan, shall equal the
amount that Employee would have received under the Plan had Employee remained
an employee of Company during such twelve (12) month period.


(v)       If
any excise tax imposed under Internal Revenue Code Section 4999 or any
successor provision, as amended after the date hereof, is due and owing by
Employee as a result of any amount paid or payable pursuant to this Paragraph
4(c) , Company shall indemnify and hold Employee harmless against all such
excise taxes and any interest, penalties or costs with respect thereto.


(vi)    Except as expressly provided in (iii) above, Company
will be obligated to make all payments that become due to Employee under this
Paragraph 4(c) whether or not he obtains other employment following
termination.  The payments and other
benefits provided for in this Paragraph 4(c) are intended to supplement any
compensation or other benefits that have accrued or vested with respect to
Employee or his account as of the effective date of termination.


(vii)   Company may elect to defer any payments that may
become due to Employee under this Paragraph 4(c) if, at the time the payments
become due, Company or the Bank is not in compliance with any regulatory-mandated
minimum capital requirements or if making the payments would cause Company’s or
the Bank’s capital to fall below such minimum capital requirements.  In this event, Company will resume making
the payments as soon as it can do so without violating such minimum capital
requirements.


 


Notwithstanding
the foregoing, in the event that Employee terminates this Agreement within 24
months after a Change of Control, Employee shall be entitled to receive 200% of
the amounts specified in clauses (i) and (ii) above and the amount specified in
clause (ii) above shall be for an entire year and not prorated to the date of
termination.


 


(d)  Definitions.  As used in this Agreement, the following
terms have the indicated meanings:


 


“Cause” shall mean
the occurrence of any one or more of the following: (1) Employee willfully
fails or neglects to perform his duties as prescribed herein, (2) Employee is
convicted of a crime that constitutes a felony or involves the theft,
embezzlement or improper use of corporate funds by Employee, (3) Employee
engages in self dealing detrimental to Company, (4) Employee attempts to obtain
any personal profit from any transaction in which Company has an interest, or
(5) Employee breaches any of the terms of Paragraphs 6 or 7 of this Agreement.


 


 “Change of Control” will be deemed to have
occurred if: (1) any person (as such term is defined in Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the “1934 Act”) other than
a person who is a shareholder of Company as of the date of this Agreement
acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of fifty percent (50%) or more of the combined voting power
of the then outstanding voting securities of Company; (2) the individuals who
were members of Company’s Board of Directors as of the date of this Agreement
(the “Current Board Members”) cease for any reason to constitute a majority of
the Board of Directors of Company or its successor; however, if the election or
the nomination for election of any new director of Company or its successor is
approved by a vote of a majority of the individuals who are Current Board
Members, such new director shall, for the purposes of this paragraph, be
considered a Current Board Member; or (3) Company’s stockholders approve (a) a
merger or consolidation of Company or the Bank and the stockholders of Company
immediately before such merger or consolidation do not, immediately after such
merger or consolidation, own, directly or indirectly, more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the entity surviving or


 


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resulting from such
merger or consolidation in substantially the same proportion as their ownership
of the combined voting power of the outstanding securities of Company
immediately before such merger or consolidation; or (b) a complete liquidation
or dissolution or an agreement for the sale or other disposition of all or
substantially all of the assets of Company or the Bank.  Notwithstanding the foregoing, a Change of
Control will not be deemed to have occurred: (1) solely because fifty percent
(50%) or more of the combined voting power of the then outstanding voting
securities of Company are acquired by (a) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for employees of
Company or the Bank, (b) any person pursuant to the will or trust of any
existing stockholder of Company, or who is a member of the immediate family of
such stockholder, or (c) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders in the same
proportion as their ownership of stock immediately prior to such acquisition;
or (2) if Employee agrees in writing to waive a particular Change of Control
for the purposes of this Agreement.


 


“Constructively
Discharged” means the occurrence of any one or more of the following: (A)
Employee is removed from all of the offices described in Paragraph 1 hereof;
(B) Company fails to vest with or removes from Employee the duties,
responsibilities, authority or resources that he reasonably needs to
competently perform the duties of his office; (C) Company decreases Employee’s basic
compensation or arbitrarily and capriciously decreases Employee’s bonus; or (D)
Company transfers Employee to a location outside the Denver metropolitan area;
and in any such case, Company fails to cure any of the above within thirty (30)
days after Employee gives Company written notice of the occurrence of such
event or events.


 


“Disability” shall mean
Employee’s inability due to illness or other physical or mental disability to
substantially perform his duties as prescribed herein for a period of forty-five
(45) days within any consecutive six (6) month period, and any action to be
taken hereunder based on disability shall not be effective until the expiration
of such forty-five (45) day period.


 


(e)   Conditions to Receipt of Severance;
Continuing Obligations of Employee. 
Notwithstanding anything to the contrary contained herein, termination
of Employee’s employment hereunder, for whatsoever reason or for no reason at
all, by Company or otherwise, shall not be deemed in any way to affect
Employee’s obligations under Paragraphs 6 and 7 of this Agreement, with respect
to which he shall remain bound.  In the
event that Employee is at any time in violation of Paragraph 6 or 7, all rights
of Employee and his estate to receive payments or other benefits under Paragraph
4(c) shall immediately terminate. 
Further, Employee’s right to receive payments and benefits under
Paragraph 4(c) shall be conditioned upon Employee or Employee’s estate signing
releases, waivers or other documents and following procedures that, in the
reasonable judgment of Company and its counsel, are legally effective to waive
all claims that Employee may have against Company relating in any way to the
employment relationship, and if Employee fails or refuses to do so within a
reasonable time after Company’s request, all right to receive such payments and
benefits shall terminate.


 


5.             SALE
OR REORGANIZATION OF COMPANY.  This
Agreement shall not restrict the sale, transfer, consolidation, liquidation,
reorganization or disposition of the assets of Company and to the extent that
the business of Company is conducted in another form or through another entity
or entities, such entity or entities shall be obligated to fulfill Company’s
obligations hereunder.


 


6.             RESTRICTIVE
COVENANTS.  It is mutually
recognized and agreed that the services to be rendered pursuant to this
Agreement by Employee are special, unique and of extraordinary character.  Therefore, as a condition to Company’s
obligations hereunder, Employee agrees that without Company’s prior written
consent, during the term of this Agreement and for a period ending on the first
anniversary of the date of termination of his employment hereunder, whether for
Cause or otherwise, he will not in any manner, directly or indirectly, solicit
or induce any person who is or was, during the six (6) month period preceding
such solicitation or inducement, an employee or agent of Company, the Bank or
any affiliate thereof, to terminate such person’s employment or agency
relationship with Company, the Bank, or such affiliate, as the case may be, or
solicit or induce any customer of Company, the Bank or any affiliate thereof,
to become


 


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a customer of any person,
firm, partnership, corporation, trust or other entity that owns, controls or is
a bank, savings and loan association, credit union, investment advisor or
similar financial institution. 
Furthermore, Employee will at no time during or subsequent to the term
of his employment by Company make any statements or take any actions which
could reasonably be expected to damage the reputation or business of Company,
the Bank or any affiliate thereof.  It
is further recognized and agreed that irreparable injury will result to
Company, its businesses and property in the event of a breach of this covenant
by Employee, that such injury would be difficult if not impossible to
ascertain, and therefore, any remedy at law for any breach by Employee of this
covenant will be inadequate and Company shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual damage to
Company by reason of any such breach. 
In addition, in the event of a breach of this covenant by Employee,
Company shall also be entitled to recover reasonable costs and attorneys’ fees
incurred in connection with the enforcement of its rights hereunder.  Whenever used herein, Company shall be
deemed to include any successors or any other person or entity which may
hereafter acquire the business of Company or the Bank.  The foregoing notwithstanding, should the
assets of Company he disposed of in such a manner that no purchaser thereof has
acquired a going business, then Employee shall not be bound by the covenants
expressed in this paragraph.


 


7.             TRADE
SECRETS AND CONFIDENTIAL INFORMATION. 
Employee hereby covenants and agrees that he will not, except as may be
required in connection with his employment under this Agreement, directly or
indirectly, use or disclose to any other person, firm or corporation, whether
during or subsequent to the term of his employment by Company, irrespective of
the time, manner or cause of the termination of his employment, any information
of a proprietary nature belonging to Company or any of its affiliates, or which
could be reasonably expected to have an adverse effect on Company, its
businesses, property or financial condition, including but not limited to
records, data, documents, processes, specifications, methods of operation,
techniques and know-how, plans, policies, customer lists, the names and
addresses of suppliers or representatives, investigations or other matters of
any kind or description relating to the products, services, suppliers,
customers, sales or businesses of Company. 
All records, files, documents, equipment and the like relating to
Company’s businesses which Employee shall prepare, use or observe shall be and
remain the sole property of Company, and upon termination of this Agreement or
his employment hereunder for any reason, Employee shall return to the
possession of Company any items of that nature and any copies thereof which he
may have in his possession.


 


8.               INDEMNITY.


 


(a)        Indemnification.  Company will indemnify Employee (and, upon
his death, his heirs, executors and administrators) to the fullest extent
permitted by law against all expenses, including reasonable attorneys’ fees,
court and investigative costs, judgments, fines and amounts paid in settlement
(collectively, “Expenses”) reasonably incurred by him in connection with or
arising out of any pending, threatened or completed action, suit or proceeding
in which he may become involved by reason of his having been an officer or
director of Company or the Bank.  The
indemnification rights provided for herein are not exclusive and will
supplement any rights to indemnification that Employee may have under any
applicable bylaw or charter provision of Company or the Bank, or any resolution
of Company or the Bank, or any applicable statute.


(b)       Advancement
of Expenses.  In the event that
Employee becomes a party, or is threatened to be made a party, to any pending,
threatened or completed action, suit or proceeding for which Company or the
Bank is permitted or required to indemnify him under this Agreement, any
applicable bylaw or charter provision of Company or the Bank, any resolution of
Company or the Bank, or any applicable statute, Company will, to the fullest
extent permitted by law, advance all Expenses incurred by Employee in
connection with the investigation, defense, settlement or appeal of any
threatened, pending or completed action, suit or proceeding, subject to receipt
by Company of a written undertaking from Employee to reimburse Company for all
Expenses actually paid by Company to or on behalf of Employee in the event it
shall be ultimately determined that Company or the Bank cannot lawfully
indemnify Employee for such Expenses, and to assign to Company all rights of
Employee to indemnification under any policy of directors, and officers,
liability insurance to the extent of the amount of Expenses actually paid by
Company to or on behalf of Employee.


 


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(c)          Litigation.  Unless precluded by an actual or potential
conflict of interest, Company will have the right to recommend counsel to
Employee to represent him in connection with any claim covered by this Section
8. Further, Employee’s choice of counsel, his decision to contest or settle any
such claim, and the terms and amount of the settlement of any such claim will
be subject to Company’s prior reasonable approval in writing.


 


9.             ARBITRATION.  Any disputes arising out of this Agreement
or connected with Employee’s employment shall be submitted by Employee and
Company to arbitration by the American Arbitration Association or its
successor, and the determination of the American Arbitration Association or its
successor shall be final and absolute. 
The arbitrator shall be governed by the duly promulgated rules and
regulations of the American Arbitration Association or its successor, and the
pertinent provisions of the laws of the State of Colorado relating to
arbitration.  The decision of the
arbitrator may be entered as a judgment in any court in the State of Colorado
or elsewhere.  The prevailing party
shall be entitled to receive reasonable attorneys’ fees incurred in connection
with such arbitration in addition to such other costs and expenses as the
arbitrators may award.


 


10.       INTERPRETATION.  This Agreement shall be construed in
accordance with the internal laws of the State of Colorado.  The titles of the paragraphs have been
inserted as a matter of convenience of reference only and shall not be
construed to control or affect the meaning or construction of this Agreement.


 


11.       SEVERABILITY.  In the event that any portion of this
Agreement is found to be in violation of or conflict with any federal or state
law, the parties agree that said portion shall be modified only to the extent
necessary to enable it to comply with such law.


 


12.       ASSIGNMENT.  This Agreement shall not be assignable by
Employee, but shall be binding upon and inure to the benefit of the successors
and assigns of Company.


 


13.         NOTICES.  All notices or other communications in
connection with this Agreement shall be in writing and shall be deemed to have
been duly given when delivered, sent by professional courier or mailed first
class, postage prepaid and addressed as follows:


 


(i)            If
to Company, addressed to:


 


CoBiz Inc.


821 - 17th
Street


Denver, Colorado 80202


Attn: Steven Bangert


 


(ii)           If
to Employee, addressed to:


 


Lyne B. Andrich


 


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or such other
address or addressed to the attention of such other person or persons as either
of the parties may notify the other in accordance with the provisions of this
paragraph.


 


14.         ENTIRE
AGREEMENT.  This Agreement is the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior and contemporaneous
negotiations, understandings and agreements with regard to the subject matter
hereof, whether oral or written.  No
representation, inducement, agreement, promise or understanding altering,
modifying, taking from or adding to the terms and conditions hereof shall have
any force or effect unless the same is in writing and validly executed by the
parties hereto.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
   

  	
  CoBiz, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Lyne B. Andrich

  	
   

  	
   

  	
  Steven Bangert

  
	
   

  	
   

  	
   

  	
  Chief Executive
  Officer

  



 


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