Exhibit 10.22


 


INDEMNIFICATION
AGREEMENT


This indemnification agreement (this “Agreement”) is made on March 5,
2007, by and between CoBiz Inc., a Colorado corporation (the “Company”), and Troy
Dumlao (“Indemnitee”).


RECITALS


A.            The Company desires
to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and its subsidiaries.


B.            The Company and
Indemnitee both recognize the increased risk of litigation and other claims
routinely being asserted against directors and officers of public companies in
today’s environment, and the attendant costs of defending even wholly frivolous
claims.


D.            In recognition of
Indemnitee’s need for substantial protection against personal liability in
order to enhance Indemnitee’s service to the Company in an effective manner,
the Company wishes to provide in this Agreement for the indemnification of and
the advancing of expenses to Indemnitee to the fullest extent permitted by law
and as set forth in this Agreement, and, to the extent insurance is maintained,
for the continued coverage of Indemnitee under the Company’s directors’ and
officers’ liability insurance policies.


AGREEMENT


Accordingly, the Company and Indemnitee agree as follows:


1.             Certain Definitions.  As used in this Agreement:


a.             A
“Change in Control” shall be deemed to have occurred if, on or after the date
of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
such Act), directly or indirectly, of securities of the Company representing
20% or more of the total voting power represented by the Company’s then
outstanding Voting Securities, or (ii) during any period of two consecutive
years, individuals who at the beginning of that two-year period constitute the
Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of the two-year period or whose election
or nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board of Directors, or (iii) the shareholders of
the Company approve a merger or consolidation of the Company with any other entity,
other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 50% of the total voting power
represented by the Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete 













 


liquidation of the Company or an agreement for the sale or disposition
by the Company in one transaction or a series of transactions of all or
substantially all the Company’s assets.


b.             “Charter
Documents” means the articles of incorporation of the Company and the bylaws of
the Company.


c.             “Disinterested
Director” means a director of the Company who is not a party to the Proceeding
in respect of which indemnification or advancement of Expenses is sought by
Indemnitee.


d.             “Expenses”
means all costs and expenses, including attorneys’ fees, paid or incurred in
connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing for an investigation or preparing to
defend, be a witness in or participate in any Proceeding relating to any
Indemnifiable Event and any federal, state, local or foreign taxes imposed as a
result of the actual or deemed receipt of any payments under the Agreement.


e.             “Indemnifiable
Event” means any event or occurrence related to the fact that Indemnitee is or
was a director, officer, employee, agent or fiduciary of the Company, or any
subsidiary of the Company, or is or was serving at the request of the Company
as a director, officer, partner, manager, member, employee, trustee, agent or
fiduciary of another corporation, partnership, limited liability company, joint
venture, employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by Indemnitee in any such capacity.


f.              “Independent
Counsel” means an attorney or firm of attorneys, selected in accordance with
the provisions of Section 5(c), who shall not have otherwise performed services
for the Company or Indemnitee within the last three years (other than with
respect to matters concerning the rights of indemnity under this Agreement, or
of other indemnitees under similar indemnification agreements or under the
Charter Documents).


g.             “Liabilities”
means the obligation incurred with respect to a Proceeding to pay any judgment,
settlement, penalty, fine or reasonable Expense, including any excise taxes
assessed with respect to any employee benefit plan, and including all interest,
assessments and other charges paid or payable in connection with or in respect
of any such amounts.


h.             “Proceeding”
means any threatened, pending or completed action, suit or proceeding,
including any alternative dispute resolution mechanism, whether civil,
criminal, administrative or investigative, and whether formal or informal.


i.              “Voting
Securities” means any securities of the Company which are entitled to vote
generally in the election of directors.



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2.             Indemnification.


a.             The Company shall indemnify Indemnitee to the fullest
extent permitted by law against any and all Liabilities and Expenses arising
out of or in connection with any Proceeding to which Indemnitee was, is or
becomes a party, or is threatened to be made a party, by reason of, or arising
in whole or part out of, an Indemnifiable Event.


b.             To
the extent that Indemnitee has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, in
defense of any Proceeding, Indemnitee shall be indemnified against all Expenses
incurred by Indemnitee in connection therewith. 
If Indemnitee is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in any Proceeding, the Company
shall indemnify Indemnitee against all Expenses incurred by Indemnitee in
connection with each successfully resolved claim, issue or matter.


c.             To
the extent that Indemnitee is, by reason of an Indemnifiable Event, a witness
in any Proceeding to which Indemnitee is not a party, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by or on
behalf of Indemnitee in connection therewith.


d.             The
Company shall indemnify and hold Indemnitee harmless from any Expenses incurred
by or on behalf of Indemnitee to recover under any liability insurance policy
maintained by any person for the benefit of Indemnitee in connection with the
performance of Indemnitee’s duties for or on behalf of the Company.


3.             Advancement of
Expenses.  The Company shall advance
any Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection
with a Proceeding within 20 days after receipt by the Company of a written
request for advancement of Expenses, which request may be delivered to the
Company at such time and from time to time as Indemnitee deems appropriate,
whether prior to or after the final disposition of any such Proceeding.  The initial request for advancement of
Expenses in connection with any Proceeding shall include, or be accompanied or
preceded by, (i) a written affirmation of Indemnitee of Indemnitee’s good faith
belief that Indemnitee has met any applicable standard of conduct required
under the Act and (ii) an undertaking by Indemnitee to reimburse the Company
for all amounts advanced by the Company pursuant to this Section 3 if it is
ultimately determined that Indemnitee is not entitled to be indemnified by the
Company for such Expenses.  Any such
advances shall be made on an unsecured basis and shall be interest free.  Notwithstanding the foregoing, if Indmnitee
seeks a judicial adjudication or an arbitration pursuant to Section 8,
Indemnitee shall not be required to reimburse the Company pursuant to the undertaking
described above until a final determination (as to which all rights of appeal
have been exhausted or lapsed) has been made.


4.             Exceptions.  Notwithstanding any other provision of this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement:


a.             To
indemnify or advance Expenses to Indemnitee with respect to Proceedings arising
out of acts, omissions or transactions for which Indemnitee is prohibited from
receiving indemnification under applicable law.



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b.             To
indemnify or advance Expenses to Indemnitee with respect to Proceedings
initiated or brought voluntarily by Indemnitee and not by way of defense,
counterclaim or crossclaim, except (i) with respect to actions or proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other agreement or insurance policy or under the Charter Documents now
or hereafter in effect relating to Proceedings for Indemnifiable Events, or (ii)
in specific cases if the Board of Directors of the Company has approved the
initiation or bringing of such Proceeding by a majority vote of the
Disinterested Directors.


c.             To
indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to
any action instituted (i) by Indemnitee to enforce or interpret this Agreement,
if a court having jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous, or (ii) by or in the name of the Company to
enforce or interpret this Agreement, if a court having jurisdiction over such
action determines that each of the material defenses asserted by Indemnitee in
such action was made in bad faith or was frivolous.


d.             To
indemnify Indemnitee for Expenses, judgments, fines, penalties and the payment
of profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.


e.             To
indemnify Indemnitee for Liabilities or Expenses arising from an administrative
or civil enforcement action commenced by a federal banking agency to the extent
prohibited by the laws or regulations of such agency.


5.             Procedures for
Notification and Determinations.


a.             Indemnitee
shall notify the Company in writing as soon as reasonably practicable (i) after
being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or (ii) if the Company
has not been previously notified, after receipt of written notice of any other
matter with respect to which Indemnitee intends to seek indemnification or
advancement of Expenses under Section 2 and Section 3. The failure by
Indemnitee to so notify the Company will not relieve the Company from any
liability which it may have to Indemnitee (i) under this Agreement except and
only to the extent the Company can establish that such omission to notify
resulted in actual material prejudice to the Company or (ii) otherwise than
under this Agreement.  Indemnitee may
thereafter deliver to the Company a written request for indemnification
pursuant to this Agreement at such time and from time to time as Indemnitee
deems appropriate, which request shall also be deemed a request for advancement
of Expenses under Section 3.


b.             Except
as otherwise provided pursuant to Section 2(b) and Section 2(c), upon the final
disposition of the matter that is the subject of the request for
indemnification delivered pursuant to Section 5(a), a determination shall be
made with respect to Indemnitee’s entitlement thereto in the specific case.  If a Change in Control shall not have
occurred, such determination shall be made (i) by a majority vote of
Disinterested Directors or of a committee of Disinterested Directors designated
by a majority vote of the Disinterested Directors (in either 



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case, even though less than a quorum of the Board of Directors) or (ii)
if there are no Disinterested Directors or the Disinterested Directors so
direct, by Independent Counsel. If a Change in Control shall have occurred,
such determination shall be made by Independent Counsel.  Any determination made by Independent Counsel
pursuant to this Section 5(b) shall be in the form of a written opinion to the
Board of Directors, a copy of which shall be delivered to Indemnitee.  Indemnitee shall reasonably cooperate with the
person or persons making such determination including providing to such person
or persons upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination.  Any costs or expenses
(including fees and expenses of counsel) incurred by Indemnitee in so
cooperating with the person or persons making such determination shall be borne
by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification), and the Company hereby indemnifies and agrees
to hold Indemnitee harmless from such costs and expenses.


c.             If
the determination is to be made by Independent Counsel, such Independent
Counsel shall be selected as provided in this Section 5(c). If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board of Directors, and the Company shall give written notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected. If
a Change in Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors, in which event the preceding sentence shall
apply), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected. In either case, the party
receiving the notice may, within 10 days after receipt thereof, deliver to the
other a written objection to such selection; provided that such objection may
be asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 1, and the
objection shall set forth with particularity the factual basis of such
assertion.  Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If a proper
and timely objection is made, the counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction (or, at Indemnitee’s option pursuant to Section 9, an arbitration)
has determined that such objection is without merit. If, within 20 days after
receipt by the Company of a request for indemnification pursuant to Section 5(a),
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition a court of competent jurisdiction (or, at
Indemnitee’s option pursuant to Section 9, an arbitration) for resolution of
any objection which shall have been made to the selection of Independent
Counsel and/or for the appointment of another person as Independent Counsel,
and the person with respect to whom all objections are so resolved or the
person so appointed shall act as Independent Counsel. The Company agrees to pay
the reasonable fees and expenses of any Independent Counsel appointed pursuant
to this Section and to indemnify such person against any and all expenses,
claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto except for those arising from the Independent
Counsel’s gross negligence or willful misconduct.


d.             If
a determination as to Indemnitee’s entitlement to indemnification shall not
have been made pursuant to this Agreement within 60 days after the final
disposition of the matter that is the subject of the request for indemnification,
the requisite determination of 



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entitlement to indemnification shall be deemed to have been made in
favor of Indemnitee, and Indemnitee shall be entitled to such indemnification,
absent a misstatement of a material fact in the information provided by
Indemnitee pursuant to Section 5(a) and Section 5(b) or an omission of a
material fact necessary in order to make the information provided not
misleading; provided that such 60-day period may be extended for a reasonable
time, not to exceed an additional 30 days, if the person or persons making the
determination in good faith requires such additional time to obtain or evaluate
any documentation or information relating thereto.


e.             If
it is determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within 10 days after such determination.


6.             Presumptions and Burdon of Proof.


a.             In
making any determination as to Indemnitee’s entitlement to indemnification
hereunder, Indemnitee shall be entitled to a presumption that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with Section 5(a), and the Company
shall have the burdens of coming forward with evidence and of persuasion to
overcome that presumption.


b.             The
termination of any Proceeding or of any claim, issue or matter therein by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not of itself create a presumption (i) that Indemnitee did
not act in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company, (ii) that with respect to any
criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s
conduct was unlawful or (iii) that Indemnitee did not otherwise satisfy the
applicable standard of conduct to be indemnified pursuant to this Agreement.


c.             For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of
account of the Company or the other entity for which Indemnitee’s service gave
rise to an Indemnifiable Event, including financial statements, or on
information supplied to Indemnitee by the officers of the Company or such other
entity in the course of their duties, or on the advice of legal counsel for the
Company or such other entity or on information or records given or reports made
to the Company or such other entity by an independent certified public
accountant, appraiser or other expert selected by the Company or such other entity.
 The provisions of this Section 6(c)
shall not be deemed to be exclusive or to limit in any way other circumstances
in which Indemnitee may be deemed or found to have met the applicable standard
of conduct to be indemnified pursuant to this Agreement.


d.             The
knowledge or actions or failure to act of any other director, officer, employee
or agent of the Company or other entity, as applicable, shall not be imputed to
Indemnitee for purposes of determining Indemnitee’s right to indemnification
under this Agreement.


7.             Nonexclusivity;
Subsequent Change in Law.  The rights
of Indemnitee hereunder shall be in addition to any other rights Indemnitee may
have from time to time under the Charter Documents or the laws of the State of
Colorado or otherwise, and nothing contained in this 



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Agreement shall derogate or limit Indemnitee’s rights to
indemnification as provided under the Charter Documents or under applicable
law. To the extent that a change in the laws of the State of Colorado (whether
by statute or judicial decision) permits greater indemnification by agreement
than would be afforded currently under the Charter Documents and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
by this Agreement the greater benefits so afforded by such change. In the event
of any change in any applicable law, statute or rule that narrows the right of
a corporation organized under the laws of the State of Colorado to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule
to be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder. If, and to the extent that, the
Company determines to change its domicile or jurisdiction of incorporation, the
Company shall take such actions, in connection therewith, to preserve, in all
respects, the indemnity protections and benefits provided to Indemnitee
hereunder to the fullest extent permitted under the laws of such new domicile
or jurisdiction of incorporation.


8.             Contribution.  If the indemnification provided for in this
Agreement for any reason is held by a court of competent jurisdiction to be
unavailable to Indemnitee in respect of any Expenses or Liabilities referred to
herein, then the Company, in lieu of indemnifying Indemnitee, shall contribute
to the amount paid or payable by Indemnitee in respect of such Expenses or
Liabilities (a) in such proportion as is appropriate to reflect the relative
benefits received by the Company and Indemnitee from the action or inaction
which resulted in such Expenses or Liabilities, or (b) if the allocation
provided by clause (a) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (a) above but also the relative fault of the Company and Indemnitee in
connection with the action or inaction which resulted in such Expenses or
Liabilities, as well as any other relevant equitable considerations.  The Company and Indemnitee agree that it
would not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in this
Section 8.


9.             Remedies of Indemnitee


a.             Indemnitee
shall be entitled to an adjudication (by a court of competent jurisdiction or,
at Indemnitee’s option, through an arbitration conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association) of any determination pursuant to Section 5(b) that Indemnitee is
not entitled to indemnification under this Agreement. Any such adjudication
shall be conducted in all respects as a de novo trial or arbitration on the
merits, and any prior adverse determination shall not be referred to or
introduced into evidence, create a presumption that Indemnitee is not entitled
to indemnification or advancement of expenses, be a defense or otherwise
adversely affect Indemnitee. In any such judicial proceeding or arbitration,
the provisions of Section 6 (including the presumption in favor of Indemnitee
and the burdens on the Company) shall apply.


b.             Indemnitee
shall also be entitled to an adjudication (by a court of competent jurisdiction
or, at Indemnitee’s option, through an arbitration as described above) of any
other disputes under this Agreement.



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c.             If
a determination shall have been made pursuant to Section 5(b) that Indemnitee
is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 9, absent a misstatement of a material fact in the information
provided by Indemnitee pursuant to Section 5(a) or Section 5(b) or an omission
of a material fact necessary in order to make the information provided not
misleading.


d.             In
connection with any judicial proceeding or arbitration commenced pursuant to
this Section 9, the Company shall not oppose Indemnitee’s right to seek such
adjudication, shall be precluded from asserting that the procedures and
presumptions of this Agreement are not valid, binding or enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all of the provisions of this Agreement.


10.           Defense of Claims.
The Company shall be entitled to participate in any Proceeding at its own
expense.  The Company shall not settle any
Proceeding in whole or in part which would impose any Expense, Liability or
limitation on Indemnitee without Indemnitee’s prior written consent, such
consent not to be unreasonably withheld. 
Indemnitee shall not settle any Proceeding in whole or in part which
would impose any Expense, Liability or limitation on the Company without the
Company’s prior written consent, such consent not to be unreasonably withheld.


11.           Attorney’s Fees.  In addition to any other rights or remedies
that Indemnitee may have under this Agreement, the Company shall reimburse
Indemnitee for all costs and expenses (including fees and expenses of counsel)
actually and reasonably incurred by Indemnitee or on his behalf in seeking
(whether through a judicial proceeding or arbitration or otherwise) to enforce this
Agreement.


12.           No Duplication of
Payments. The Company shall not be liable under this Agreement to make any
payment in connection with any Proceeding made against Indemnitee to the extent
Indemnitee has otherwise actually received payment (under any insurance policy,
Charter Document or otherwise) of the amounts otherwise indemnifiable
hereunder.


13.           Liability
Insurance. To the extent the Company maintains an insurance policy or
policies providing directors’ and officers’ liability insurance, Indemnitee
shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any Company director
or officer.


14.           Notices.  All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given (a)
upon delivery if delivered by hand to the party to whom such communication was
directed or sent via facsimile, with confirmation of receipt, or (b) on the
third business day after the date on which such communication was mailed if
mailed by certified or registered mail with postage prepaid.


If to Indemnitee,
at the address indicated on the signature page hereof.


If to the Company,
to:



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CoBiz Inc.

821 17th Street

Denver, Colorado 80202

Facsimile: (303)    -    

Attention:  


or to such other address as may have been furnished to
Indemnitee by the Company.


15.           Amendments;
Waiver. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.


16.           Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such
rights, except that the Company shall not enforce any of such rights in any
manner or at any time as would prevent or delay payment to Indemnitee of all
amounts owing to him or prevent Indemnitee from making an assignment of such
rights for the benefit of creditors of the Company in connection with a
bankruptcy filing.


17.           Binding Effect.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including
any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of the Company),
assigns, spouses, heirs, executors and personal and legal representatives, and
any such successor shall expressly assume, in written agreement in form and
substance reasonably satisfactory to Indemnitee, all of the Company’s
obligations hereunder to the same extent, and in substantially the same manner,
as the Company prior to such succession. This Agreement shall continue in
effect regardless of whether Indemnitee continues to serve as a director or
officer of the Company or of any other enterprise at the Company’s request.


18.           Severability.
If any provision of this Agreement (including any provision within a single Section,
paragraph or sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable in any respect: (a) the validity and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired and shall remain
enforceable; (b) such provision or provisions shall be deemed to have been reformed
to the minimum extent necessary to conform to applicable law; and (c) to the
fullest extent possible, the provisions of this Agreement (including each
portion of any Section, paragraph or sentence of this Agreement containing any
provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall be construed to as to give effect to
the intent manifested thereby.


19.           Effective Date.
This Agreement shall be effective as of the date hereof and shall apply to any
claim for indemnification by Indemnitee on or after such date.



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20.           Governing Law.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Colorado applicable to contracts made and to be
performed in such state without giving effect to the principles of conflicts of
laws thereof. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 8, the Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Colorado, City and County
of Denver for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement.


21.           Integration and
Entire Agreement. This Agreement sets forth the entire understanding between
the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the
subject matter hereof between the parties hereto, except that this Agreement in
addition to, and not in limitation of, the right of Indemnitee under any provisions
on the subject matter hereof contained in the Charter Documents.


22.           No Construction
as Employment Agreement. Nothing contained in this Agreement shall be
construed as giving Indemnitee any right to be retained in the employ of the
Company or any of its subsidiaries or affiliated entities.


Signature
page follows.



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The Company and Indemnitee are signing this Agreement as of the date
set forth above.


	
  

  	
  COBIZ INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve Bangert

  
	
   

  	
  Name:

  	
  Steve Bangert

  
	
   

  	
  Title:

  	
  Chairman of the Board and C.E.O.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
  /s/ Troy Dumlao

  
	
   

  	
  Troy Dumlao

  



 



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