Second Amendment to Employment Agreement with Joseph D. Reid


    Exhibit
      10(s)

     

    SECOND
      AMENDMENT TO EMPLOYMENT AGREEMENT

    


    THIS
      SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
      is made
      effective as of the 26th day of April, 2007, by and between Joseph
      D.
      Reid
      (the
“Executive”)
      and
Capitol
      Bancorp Ltd.,
      a
      Michigan corporation (the “Company”).

    


    BACKGROUND

    


    On
      March
      31, 2003, the Company and the Executive entered into an Employment Agreement
      dated effective March 13, 2003 which was subsequently amended on April 22,
      2003
      (the “Employment
      Agreement”).
      The
      Company and the Executive now wish to amend the Employment Agreement as provided
      herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the terms and conditions set
      forth below, the parties agree as follows:

     

    TERMS
      AND CONDITIONS

    


    1.    AMENDMENT
      TO SECTION 2(a)(i). The first sentence of Section 2(a)(i) of the
      Employment Agreement is hereby deleted in its entirety and amended to read
      as
      follows:
       

    

    “During
      the Employment Period, the Executive shall serve as the Chief Executive Officer
      of the Company and shall have such duties and responsibilities as are assigned
      to him by the Board.” 

    


    2.    AMENDMENT
      TO SECTION
      2(b)(i).Section
      2(b)(i) of the Employment Agreement is hereby deleted in its entirety and
      amended to read as follows:
       

    

    “During
      the Employment Period, the Executive shall receive an annual base salary
      (“Annual
      Base Salary”),
      which
      shall be paid at a monthly rate, at least equal Nine Hundred Thousand Dollars
      ($900,000), which shall be paid in accordance with the Company’s normal payroll
      practices for senior executives as in effect from time to time.”

    


    3.    AMENDMENT
      TO SECTION 2(b)(ii). Section 2(b)(ii)
      of the Employment Agreement is hereby deleted in its entirety and amended to
      read as follows: 
       

    

    “Annual
      Bonus.
      In
      addition to Annual Base Salary, for
      each
      fiscal year ending during the Employment Period, the Executive shall be eligible
      for an annual cash bonus (the “Annual
      Bonus”)
      in an
      amount specified on Exhibit A attached hereto pursuant to the terms of the
      Company’s Management Incentive Plan, as amended (“MIP”)
      (or any
      predecessor or successor plan thereof), as determined by the Compensation
      Committee of the Board, upon complete achievement of the targets set forth
      on
      Exhibit A attached hereto. Each such Annual Bonus shall be paid no later than
      the 15th
      day of
      the third month of the fiscal year following the fiscal year for which the
      Annual Bonus is awarded. The amount of any Annual Bonus 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    which
      exceeds the maximum bonus payable pursuant to the MIP in any one fiscal year,
      if
      any, shall be carried over (on a “first-in, first-out” basis) and added to the
      Annual Bonus (if any) determined for any of the next three fiscal years, whether
      or not any one or more of such fiscal years ends before or after the end of
      the
      Employment Period.” 

     

    4.    AMENDMENT
      TO SECTION 4(a)(i). Section 4(a)(i)
      of the Employment Agreement is hereby deleted in its entirety and amended to
      read as follows: 
       

    

    “(i)     the
      Company shall pay to the Executive, in a lump sum in cash within 75 days after
      the Date of Termination, the aggregate of the following amounts:

     

        A.     the
      sum
      of (1) the Executive’s Annual Base Salary through the Date of Termination to the
      extent not theretofore paid, (2) the product of (x) the higher of (I) the most
      recent Annual Bonus (which shall not include the long-term incentive bonus
      contemplated by Section 2(b)(iii)) and (II) the Annual Bonus paid or payable,
      (and annualized for any fiscal year consisting of less than twelve full months
      or during which the Executive was employed for less than twelve full months),
      for the most recently completed fiscal year during the Employment Period, if
      any
      (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a
      fraction, the numerator of which is the number of days in the current fiscal
      year through the Date of Termination, and the denominator of which is 365,
      and
      (3) any accrued vacation pay, in each case to the extent not theretofore paid
      (the sum of the amounts described in clauses (1), (2), and (3) shall be
      hereinafter referred to as the “Accrued
      Obligations”);
      and

     

       B.     the
      amount equal to the product of (1) three times the sum of (x) the Executive’s
      Annual Base Salary and (y) the Highest Annual Bonus;”

     

    5.    AMENDMENT
      TO SECTION 4(d). Section 4(d) of the
      Employment Agreement is hereby deleted in its entirety and amended to read
      as
      follows: 
       

    

    “Cause,
      Etc.; Other than for Good Reason.
      If the
      Executive’s employment during the Employment Period shall be terminated for
      Cause or if the Executive voluntarily terminates employment during the
      Employment Period, excluding a termination for Good Reason, this Agreement
      shall
      terminate without further obligations to the Executive other than the obligation
      to pay to the Executive (x) his Annual Base Salary through the Date of
      Termination, and (y) Other Benefits, in each case to the extent theretofore
      unpaid. In such case, the amounts contemplated by (x) and (y) shall be paid
      to
the
      Executive in a lump sum in cash within 30 days of the Date of
      Termination.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      6.    AMENDMENT
        TO SECTION
        4(e)(i)C.
        Section
        4(e)(i)C. of the Employment Agreement is hereby deleted in its entirety and
        amended to read as follows:

       

      “an
        amount equal to the excess of (a) the actuarial equivalent of the benefit
        under
        the Company’s qualified defined benefit retirement plan (the “Retirement
        Plan”)
        (utilizing actuarial assumptions no less favorable to the Executive than
        those
        in effect under the Company’s Retirement Plan immediately prior to the Effective
        Date), over (b) the actuarial equivalent of the Executive’s actual benefit (paid
        or payable), if any, under the Retirement Plan as of the Date of
        Termination.”

      


      7.    AMENDMENT
        TO EXHIBIT B. 
        Exhibit B of the Employment Agreement is hereby deleted in its entirety and
        amended to read as Exhibit B attached hereto.

       

      8.    CONSTRUCTION.
        Unless
        otherwise defined herein, capitalized terms shall have the meanings set forth
        in
        the Employment Agreement. The terms of this Amendment amend and modify the
        Employment Agreement as if fully set forth in the Employment Agreement. If
        there
        is any conflict between the terms, conditions and obligations of this Amendment
        and the Employment Agreement, this Amendment’s terms, conditions and obligations
        shall control. All other provisions of the Employment Agreement not specifically
        modified by this Amendment are preserved. This Amendment may be executed
        in
        counterparts (including via facsimile or .pdf), each of which shall be deemed
        an
        original, and all of which together shall constitute one and the same
        document.

       

      


      SIGNATURES
        ON THE FOLLOWING PAGE

      





    
      
        
          3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment on March 14, 2007.

     

    


    
      	
              THE
                EXECUTIVE:

               

               

               

              /s/
                Joseph D. Reid                

              JOSEPH
                D. REID

            	
              THE
                COMPANY:

               

              CAPITOL
                BANCORP LTD.

               

              By:      
                /s/ David O'Leary                

              Name: 
                David O'Leary

              Title:   
                Secretary

            


    

    


    



    
      
        
          SIGNATURE
            PAGE TO FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

    


    LONG-TERM
      INCENTIVE BONUS

     

    
      
 

      
        	
                I.

              	
                RESTRICTED
                  STOCK/CASH:

                 

              
	
                EXECUTIVE:

              	
                Joseph
                  D. Reid.

                 

              
	
                COMPANY:

              	
                Capitol
                  Bancorp Ltd.

                 

              
	
                PLAN:

              	
                Capitol
                  Bancorp Ltd. Management Incentive Plan, Capitol Bancorp Ltd. 2003
                  Stock
                  Plan or any other plan adopted by the Company in which the Executive
                  may
                  participate.

                 

              
	
                EFFECTIVE
                  DATE:

              	
                January
                  1, 2007.

                 

              
	
                TARGET
                  BONUS &

                PERFORMANCE
                  GOALS:

              	
                During
                  the Employment Period, for each (a) new bank or holding company
                  formed or
                  opened for business by the Company or any of its affiliated companies
                  (excluding the Company’s Capitol Development Companies) or (b) holding
                  company or separate bank directly acquired (including the acquisition
                  of a
                  controlling interest therein) by the Company or any of its affiliated
                  companies or banks by purchase transaction (each a “New
                  Affiliate”),
                  the Company shall promptly grant, issue and deliver to the Executive
                  the
                  following: (i) $50,000 in cash and (ii) a restricted stock award
                  for
                  shares of the Company’s common stock having a fair market value of
                  $100,000 (each a “Restricted
                  Stock Award”).
                  Each Restricted Stock Award shall vest in equal monthly increments
                  over
                  four (4) years and fully vest upon (1) the Executive’s death, (2) the
                  Executive’s Disability, (3) termination of the Executive’s employment by
                  the Executive for Good Reason or by the Company without Cause or
                  (4) a
                  Change of Control of the Company. 

                 

              
	
                LIMITATION:

              	
                In
                  no event shall the Executive be entitled to receive any compensation
                  for
                  more than ten (10) New Affiliates in each fiscal year.

                 

              
	
                II.

              	
                CASH:

                 

              
	
                EXECUTIVE:

              	
                Joseph
                  D. Reid.

                 

              
	
                COMPANY:

              	
                Capitol
                  Bancorp Ltd.

              


      

      


      
        
          
            Exhibit
              B - 1

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        


        
          	
                  PLAN:

                	
                  Capitol
                    Bancorp Ltd. Management Incentive Plan, Capitol Bancorp Ltd.
                    2003 Stock
                    Plan or any other plan adopted by the Company in which the Executive
                    may
                    participate.

                   

                
	
                  TARGET
                    BONUS:

                	
                  Two
                    times (2X) the Executive’s Annual Base Salary paid to the Executive during
                    the 5th
                    year
                    of this Agreement.

                   

                
	
                  PERFORMANCE
                    GOALS:

                	
                  The
                    Long-Term Cash Bonus contemplated in this Exhibit B shall be
                    subject to
                    the Company’s complete achievement of the following performance
                    goals:

                   

                
	 	
                  1.
                     Average
                    Growth of the Company’s Earnings Per Share (“EPS”)
                    equal to or greater than 15% for the Initial Measuring Period,
                    provided,
                    however,
                    in determining the EPS growth rate newly affiliated institutions
                    which
                    become operative during the Initial Measuring Period shall not
                    be included
                    in the EPS computation for the first twelve (12) months of their
                    respective operation nor shall special charges associated with
                    the
                    acquisition of a bank, a holding company or a controlling interest
                    in a
                    bank or a holding company during the Initial Measuring Period
                    be included
                    in the EPS computation; and 

                   

                
	 	
                  2.
                     Average
                    Growth of the Company’s total assets, as reflected on the Company’s
                    year-end audited financial statements for fiscal year ending
                    December 31,
                    2007, equal to or greater than 15% for the Initial Measuring
                    Period.

                   

                
	
                  INITIAL
                    MEASURING PERIOD:

                	
                  The
                    five year period beginning on January 1, 2003 and ending on December
                    31,
                    2007. 

                   

                
	
                  VESTING
                    DATE:

                	
                  December
                    31, 2007. If the Executive is not employed on the vesting date,
                    the entire
                    cash bonus will be forfeited.

                   

                
	
                  DATE
                    PAID:

                	
                  No
                    later than March 15, 2008.

                


        

        


        
           

        

      

       

    

    


    
      
        Exhibit
          B - 2