Exhibit 10.7


 


CHANGE OF CONTROL SEVERANCE COMPENSATION
AGREEMENT


 


This CHANGE OF CONTROL SEVERANCE COMPENSATION
AGREEMENT, dated as of September 17, 2007 (the “Agreement”), is made by and between KELLER FINANCIAL GROUP, a California
corporation (the “Company”) and Ulrich E. Keller, Jr. (the “Executive”), with reference to the following
facts and circumstances:


 


RECITALS:


 


A.           The
Company’s Board of Directors has determined that it is appropriate and in the Company’s best interests to reinforce
and encourage the continued attention and dedication of key members of the management of the Company and its material subsidiaries,
who include the Executive, to their assigned duties without distraction in potentially disturbing circumstances that would arise
in the event of a threatened or actual Change in Control (as hereinafter defined) of the Company or such subsidiaries and thereby
also provide the Company with greater assurance that it will be able to retain the key members of management, including Executive,
in the employ of the Company or a material subsidiary (as the case may be) in the event of any threatened or actual Change in Control;
and


 


B.           This
Agreement sets forth the severance compensation which the Company agrees it will pay, or cause the Subsidiary to pay, to Executive
if his/her employment with the Company or The Keller Group Investment Management, Inc. (the “Subsidiary”), as the case
may be, terminates under one of the circumstances described herein following a Change in Control of the Company or the Subsidiary.


 


C.           Executive
is employed as the Chairman & Chief Executive Officer of the Subsidiary under an Executive Employment Agreement of even date
herewith (the “Employment Agreement”). This Change of Control Severance Compensation Agreement sets forth the rights
and obligations of the Company and Executive in the event of a termination of Executive’s employment, for Good Reason (as
defined below), that is attributable to, or that occurs concurrently with or within 24 months following, a Change in Control. On
the other hand, the Employment Agreement, rather than this Agreement, governs and determines the severance compensation to which
Executive would be entitled upon any other termination of Executive’s employment.


 


NOW, THEREFORE, it
is agreed as follows:


 


1.            Definitions.
The following terms shall have the respective meanings ascribed to them below in this Section 1:


 


1.1           The
terms “affiliate” and “associate” shall have the respective meanings given to such terms
in Rule 12b-2 under the Exchange Act (even if the Company has no securities registered under that Act).


 


1.2           The
terms “beneficial ownership,” “beneficially owned” and “beneficial owner”
shall have the meanings given to such terms in Rule 13d-3 under the Exchange Act (even if the Company has no securities registered
under that Act).


 


1.3           The
term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


1.4           The
term “Parent” of a corporation or other entity means any person that is the beneficial owner, directly or indirectly,
of a majority of the Voting Securities of that corporation or other entity.


 






    	 



    	 



    





 


 


1.5         The
term “Voting Securities” of any person that is a corporation means the combined voting power of that person’s
then outstanding securities having the right to vote in an election of that person’s directors. The term “Voting Securities”
of any person, other than a corporation, such as a partnership or limited liability company, shall mean the combined voting power
of that person’s outstanding ownership interests that are entitled to vote or select the individuals (such as the managers
of a limited liability company) that have substantially the same authority or decision-making powers with respect to such person
that are generally exercisable by directors of a corporation.


 


1.6         The
term “Common Stock” of the Company shall mean the shares of the Company’s common stock, par value $0.001
per share, and any voting securities into which such shares may be converted or exchanged in any merger, consolidation, reorganization
or recapitalization of the Company.


 


1.7         The
term “person” shall have the meaning given to such term in Section 13(d) and Section 14(d) of the Exchange Act
(even if the Company has no securities registered under that Act) and, therefore, the term “person” shall include any
two or more persons acting together, whether as a partnership, limited partnership, joint venture, syndicate or other group, at
least one of the purposes of which is to acquire, hold or dispose of beneficial ownership of securities of the Company or the Subsidiary.
The term “person also shall include any natural person, any corporation, limited liability company, general or limited partnership,
joint venture, trust, estate, or unincorporated association.


 


1.8         The
term “Change in Control” of the Company shall mean the occurrence of any of the following:


 


(a)          Any
person who (together with all of such person’s affiliates and associates) shall, at any time become the beneficial owner,
directly or indirectly, of more than twenty-five percent (25%) of the Company’s Voting Securities Company, except (i) the
Company or any of its subsidiaries, (ii) any trustee, fiduciary or other person or entity holding securities under any employee
benefit plan or trust of the Company or any of its subsidiaries or (iii) Ulrich E. Keller, Jr. (collectively, the Exempt Owners”);
or


 


(b)          There
shall be consummated any consolidation, merger, or reorganization (as such term is defined in the California Corporations Code),
of the Company with or into another person, or of another person with or into the Company, in which the holders of the Company’s
outstanding Voting Securities immediately prior to the consummation of such consolidation, merger or reorganization would not,
immediately after such consummation, own beneficially, directly or indirectly, (in the aggregate) at least sixty percent (60%)
of the Voting Securities of (i) the continuing or surviving person in such merger, consolidation or reorganization (whether
or not that is the Company) or (ii) the ultimate Parent, if any, of that continuing or surviving person; or


 


(c)          There
shall be consummated any consolidation, merger or reorganization of the Subsidiary with or into another person, or of another person
with or into the Subsidiary, unless the persons that were the holders of the Company’s Voting Securities immediately prior
to such consummation would have, immediately after such consolidation, merger or reorganization, substantially the same proportionate
direct or indirect beneficial ownership of at least sixty (60%) of the Voting Securities of (i) the continuing or surviving
person in such consolidation, merger or reorganization (whether or not that is the Subsidiary) or, (ii) the ultimate Parent, if
any, of that continuing or surviving person; or


 


(d)          There
shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of the assets of the Company or of the Subsidiary; or


  



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(e)          The
holders of the Voting Securities of the Company approve any plan or proposal for the liquidation or dissolution of the Company,
unless the plan of liquidation provides for all or substantially all of the assets of the Company to be transferred to a person
in which the holders of the Company’s Voting Securities immediately prior to such liquidation have or will have, immediately
after such liquidation, substantially the same proportionate direct or indirect beneficial ownership of at least sixty percent
(60%) of the Voting Securities of such person; or


 


(f)          During
any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of that two year period
constituted the entire Board of Directors do not, for any reason, constitute a majority thereof, unless the election (or the nomination
for election) by the holders of the Company’s Voting Securities, of each director who was not a member of the Board of Directors
at the beginning of that two year period was approved by a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the two year period.


 


Notwithstanding the foregoing, a "Change
in Control" shall not be deemed to have occurred within the meaning of Paragraph 1.8(a) above solely as the result of any
acquisition of Voting Securities by the Company or any subsidiary thereof that has the effect of (i) reducing the number of
the Company’s outstanding Voting Securities, or (ii) increasing the beneficial ownership of the Company’s Voting
Securities by any person to more than twenty-five percent (25%) of the Company’s outstanding Voting Securities or by any
Pre-September 1, 2007 Shareholder; provided, however, that, if any such person (other than any of the Exempt Owners,
as defined above) shall thereafter become the direct or indirect beneficial owner of any additional Voting Securities of the Company
(other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly
from the Company) and immediately thereafter beneficially owns more than twenty-five percent (25%) of the then outstanding Voting
Securities of the Company, then, a "Change of Control" shall be deemed to have occurred for purposes of this Agreement.


 


1.9         The
term “Employer” means whichever of the Company or Subsidiary is the principal employer of Executive.


 


1.10       The
term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.


 


2.          Term.
The term of this Agreement shall commence on the date hereof and, subject to earlier termination pursuant to Section 6 hereof,
shall end three (3) years following the date on which notice of non-renewal or termination of this Agreement is given by either
the Company or Executive to the other. Thus, this Agreement shall renew automatically on a daily basis so that the outstanding
term is always three (3) years following any effective notice of non-renewal or of termination given by the Company or Executive,
other than in the event of a termination pursuant to Section 6 hereof.


 


3.          Change
in Control. No compensation shall be payable under this Agreement unless and until (i) there has been a Change in Control
of the Company (as hereinafter defined) while the Executive is still an officer of the Company or the Subsidiary, and (ii) the
Executive’s employment by the Company or the Subsidiary terminates under any of the circumstances or for any of the reasons
set forth in Section 4 below.


 


4.          Termination
by Executive for Good Reason. If (i) a Change in Control of the Company occurs while the Executive is still employed as
an officer of the Company or the Subsidiary or the surviving or continuing person in any such Change in Control, and (ii) any
of the following events (each a “Good Reason Event”) shall occur (that is not consented to by Executive) as
a result or at the time or within 12 months of the consummation of such Change in Control, then, Executive shall be entitled to
the compensation provided in Section 5 of this Agreement, provided that he gives the Company written notice of the termination
of his/her employment and of all positions he/she may have with the Company and the Subsidiary for “Good Reason” within
forty-five (45) days following the occurrence of any such Good Reason Event.


 






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4.1           Reduction
or Adverse Change of Responsibilities, Authority, Etc. The scope of Executive’s authority or responsibilities is significantly
reduced or diminished or there is an change in Executive’s position or title as an officer of the Company or the Subsidiary,
or both, that constitutes or would generally be considered to constitute a demotion of Executive, unless such reduction, diminution
or change is made as a consequence of (i) Executive’ disability (determined as provided in Section 6(e) of the Employment
Agreement), or (ii)  any acts or omissions of Executive which would entitle the Company or Subsidiary to terminate Executive’s
employment for Cause (as defined in Section 6(a) of the Employment Agreement); or


 


4.2           Reduction
in Base Salary. Executive's Base Annual Salary (as defined in his Employment Agreement and as in effect immediately prior to
the consummation of the Change in Control) is reduced, unless such reduction is made (i) as part of an across-the-board cost
cutting measure that is applied equally or proportionately to all senior executives of the Employer, or (ii) as a result of
Executive’s Disability (determined as provided in Section 6(e) of the Employment Agreement), or any acts or omissions of
Executive which would entitle Employer to terminate Executive’s employment for Cause (as defined in Section 6(a) of the Employment
Agreement);


 


4.3           Discontinuance
or Reduction of Bonus Opportunity Under Bonus Compensation Plan. Executive's bonus and/or incentive compensation award opportunity
under any incentive or bonus compensation plan or program in which he is participating immediately prior to the consummation of
the Change of Control is discontinued or significantly reduced, unless such discontinuance or reduction (i) is expressly permitted
under the terms of such plan or program, or (ii) is a result of a policy of Employer applied equally or proportionately to
all senior executives of Employer participating in such plan or program, or (iii) is the result of the replacement of such
plan or program with another bonus or incentive compensation plan in which Executive is afforded substantially comparable bonus
or incentive compensation opportunities;


 


4.4           Discontinuance
of Participation in Employee Benefit Plans. Executive's participation in any other benefit plan maintained by the Company or
Employer in which Executive was participating immediately prior to the consummation of the Change of Control (including any vacation
program) is terminated or the benefits that had been afforded under any such benefit plan are significantly reduced, unless such
discontinuance or reduction (as the case may be) is (i) expressly permitted by the terms of that plan or program, or (ii) due
to a change in applicable law or the loss or reduction in the tax deductibility to Employer of the contributions to or payments
made under such plan, or (iii) the result of a policy of Employer or the Company that is applied equally or proportionately
to all senior executives participating in such benefit plan, or (iv) the result of the adoption of one or more other benefit
plans providing reasonably comparable benefits (in terms of value) to Executive; or


 


4.5           Relocation.
The relocation of Executive to an office that located more than thirty (30) miles from Executive’s principal office location
prior to the consummation of the Change of Control or to an office that is not the headquarters office of Executive’s employer
(other than for temporary assignments or required travel in connection with the performance by Executive of his/her duties for
Employer or the Company); or


 






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4.6           Breach
of Agreements. A breach by the Company or Employer of any of its material obligations to Executive under the Employment Agreement
or this Agreement which continues uncured for a period of thirty (30) days following written notice thereof from Executive.


 


5.          Severance
Compensation upon Termination of Employment for Good Reason. Subject to Section 5.4 and Section 7 below, upon a termination
of Executive’s employment by Executive pursuant to Section 4 hereof (a “Good Reason Termination”), then:


 


5.1           Change
of Control Severance Compensation. Subject to Section 5.4 below, in lieu of any further salary and bonus payments or other
payments that would otherwise be due to Executive under the Employment Agreement, or otherwise, for periods subsequent to the date
of such Good Reason Termination, Executive shall become entitled to receive the following severance compensation and benefits:


 


(a)          Employer
shall pay the Executive all amounts owed through the date of Executive’s Good Reason Termination; and


 


(b)          Employer
also shall pay to Executive, at the applicable time set forth in Section 5.3, an amount equal to the product of two (2) times the
sum of (i) Executive’s Base Annual Salary in effect as of the date of termination and (ii) an amount equal to the
Maximum Bonus Award (as hereinafter defined) payable to Executive under any incentive or bonus compensation plan in which he/she
was participating at the time of such termination of employment, which amount shall be paid as provided in Section 5.3 hereof.
For purposes hereof, the term “Maximum Bonus Award” shall mean the amount of the bonus compensation that would
be paid to Executive under such incentive or bonus compensation plan assuming that all performance goals or targets required to
have been achieved as a condition of the payment of the maximum bonus under such plan were achieved and all other conditions precedent
to the payment of such bonus compensation were satisfied.


 


(c)          All
options to purchase stock of the Company granted to the Executive that had not vested as of the date of such Good Reason Termination
shall vest effective immediately prior to such termination.


 


(d)          All
restricted stock awards, restricted stock unit awards, and other forms of equity-based compensation awards granted to the Executive,
which had not vested as of the date of such Good Reason Termination, shall vest effective immediately prior to such termination.


 


(e)            The
Company or the Subsidiary shall maintain in full force and effect, during the period commencing on the date of such Good Reason
Termination and ending on the December 31 of the second calendar year following the calendar year in which such termination occurred
(the “Benefit Continuation Period”), all employee medical, dental and vision plans and programs, disability
plans and programs and all life insurance programs in which the Executive and/or his/her family members were entitled to participate
or under which they were entitled to receive benefits immediately prior to the date of the occurrence of the Good Reason Event,
provided, however, that if such continued participation is prohibited under the general terms and provisions of such
plans and programs, then, the Company or the Subsidiary shall, at its expense, arrange for substantially equivalent benefits to
be provided to Executive and/or his/her family members during the Benefit Continuation Period. Notwithstanding the foregoing, however,
there shall only be included as benefits to which Executive and/or his/her family members shall be entitled under this Paragraph
5.1(e), and Executive and/or such family members shall only be entitled to, those benefits if the plans or programs in which Executive
or his/her family members were participating immediately prior to the occurrence of the Good Reason Event were exempt from the
term “nonqualified deferred compensation plan” under Section 409A of the Code.


 






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Notwithstanding any other provision in
this Agreement to the contrary, under no circumstances, shall the Executive be permitted to exercise any discretion to modify the
vesting of an award or the amount, timing or form of payment or benefit described in this Section 5.1.


 


5.2         Timing
and Manner of Payment. The amount that becomes payable to Executive pursuant to Section 5.1(b) above shall be paid as follows:


 


(a)          If,
on the date that the Executive terminates his/her employment for Good Reason pursuant to Section 4 above, the Company is a reporting
company under the Exchange Act, then Executive will be entitled to receive such payment in a single lump sum on the first business
day that occurs at the end of the period commencing on the date of that termination and ending six months after the last day of
the calendar month in which the date of termination occurred (e.g., if Executive were to terminate his/her employment for Good
Reason on March 15, 2008, for example, then Employer would be required to pay the amount specified in Section 5.1(b) on the first
business day immediately following September 30, 2008); or


 


(b)          If,
however, the Company is not a reporting company under the Exchange Act at the time the Executive terminates his/her employment
for Good Reason pursuant to Section 4 above, then Executive shall be entitled to receive such payment in a single lump sum on the
fifth (5th) business day following such termination of employment.


 


5.3         No
Requirement of Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit provided for
in this Section 5 by seeking other employment or otherwise, nor shall any compensation or other payments received by the Executive
from other persons after the date of termination reduce any payments due under this Section 5.


 


5.4         Limitation.


 


(a)          Anything
in this Agreement to the contrary notwithstanding, if any compensation, payment, benefit or distribution by the Company or Employer
Subsidiary to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise (collectively, the "Severance Payments"), would be subject to the excise tax imposed by Section
4999 of the Code, then, the following provisions shall apply:


 


(i)          If
the Threshold Amount (as hereinafter defined) is less than (x) the Severance Payments, but greater than (y) the Severance
Payments reduced by the-sum of (A) the Excise Tax (as defined below) and (B) the total of the Federal, state, and local
income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance
Payments that would otherwise be payable under this Agreement shall be reduced (but not below zero) to the extent necessary so
that the maximum Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of
reducing the Severance Payments to bring them within the Threshold Amount, Executive shall determine which method shall be followed;
provided that if Executive fails to make such determination within 45 days after the Company has sent Executive written notice
of the need for such reduction, the Company may determine the amount of such reduction in its sole discretion.


 


(ii)         If,
however, the Severance Payments, reduced by the sum of (A) the Excise Tax and (B) the total of the Federal, state and
local income and employment taxes payable by Executive on the amount of the Severance Payments which are in excess of the Threshold
Amount, are greater than or equal to the Threshold Amount, there shall be no reduction in the Severance Payments to Executive pursuant
to Paragraph 5.4(a)(i) above.


  



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(b)          For
the purposes of this Section 5.4, the term "Threshold Amount" shall mean three (3) times Executive's "base
amount" (within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder) less one dollar
($1.00); and the term "Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code, and any interest
or penalties incurred by Executive with respect to such excise tax.


 


(c)          The
determination as to which of Paragraph 5.4(a)(i) or 5.4(a)(ii) shall apply to Executive shall be made by Vavrinek, Trine, Day &
Co., LLP, independent registered public accountants, or any other independent accounting firm selected by mutual agreement of the
Company and Executive (the "Accounting Firm"), which agreement shall not be unreasonably withheld or delayed by either
party. Such Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business
days of the date of Executive’s Good Reason Termination, if applicable, or at such earlier time as is reasonably requested
by the Company or Executive. For purposes of determining which of the alternative provisions of 5.4(a)(i) or 5.4(a)(ii) shall apply,
Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals
for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates
of individual taxation in the state and locality of Executive's residence on the Termination Date, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting
Firm shall be binding on the Company and Executive.


 


5.5           Withholding.
Notwithstanding anything to the contrary that may be contained elsewhere in this Agreement, all payments made to Executive under
this Agreement shall be made net of all taxes and other amounts required to be withheld from the wages or salary of employees under
applicable federal, state or local laws or regulations.


 


6.            Termination
of Agreement. Notwithstanding Section 2 hereof, this Agreement shall terminate sooner as provided in this Section 6.


 


6.1           Termination
of Employment Other Than for Good Reason. This Agreement shall terminate upon the happening, at any time prior to the termination
of Executive’s employment for Good Reason pursuant to Section 4 hereof, of any of the following events:


 


(a)          Executive’s
Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s
disability pursuant to and in accordance with Section 6(e) of the Employment Agreement. This Agreement also shall terminate immediately
in the event of the death of the Executive.


 


(b)          Retirement.
This Agreement shall terminate automatically on Retirement (as hereinafter defined) of Executive. The term “Retirement”
as used in this Agreement shall mean termination by the Company or the Executive of Executive’s employment based on the Executive’s
having reached age 75 or such other age as shall have been fixed in any arrangement established with the Executive’s consent
with respect to Executive retirement.


 


(c)          Cause.
This Agreement shall terminate, if Executive’s employment with the Company or an Employer Subsidiary is terminated for Cause,
as such term is defined in Section 6(a) of the Employment Agreement.


 


(d)          Termination
by Executive without Cause. This Agreement shall terminate upon any voluntary termination by Executive of his/her employment
with the Company or the Subsidiary, as the case may be, other than pursuant to Section 4 of this Agreement.


 






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In the event of a termination of this Agreement
pursuant to this Section 6.1, then, notwithstanding anything to the contrary that may be contained elsewhere herein, except for
any severance or other compensation to which Executive may be entitled, by reason of such termination, under the Employment Agreement,
neither the Company nor the Subsidiary shall have any liability to Executive, or Executive’s estate, heirs, successors, representatives
or assigns, due to such termination of this Agreement or by reason of any prior or subsequent Change in Control of the Company.


 


6.2           Effect
of Good Reason Termination on Term of this Agreement. In the event of a Good Reason Termination pursuant to Section 4 hereof,
Executive shall have no further rights or remedies under this Agreement, except his/her right to receive the severance compensation
set forth in Section 5 hereof attributable to the occurrence of the Good Reason Event that entitled Executive to terminate his/her
employment pursuant to Section 4 hereof. Accordingly, but without limiting the generality of the foregoing, Executive shall be
entitled to receive any compensation under this Agreement in the event of the occurrence of a second Change in Control of the Company
after the date of the Executive’s Good Reason Termination.


 


7.          Release
of Claims. The obligations of the Company under this Agreement shall constitute the only obligations of the Company arising
from a Good Reason Termination by Executive pursuant to Section 4 hereof. Additionally, upon any such termination, except for Executive’s
rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 hereof, none of the Company, the
Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason
of or arising out of his/her employment with the Company or the Subsidiary or the termination thereof. Executive further agrees
that, except for his/her rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 5 hereof,
all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to recover
any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of
their affiliates , or any of their respective, officers, directors, shareholders, employees, agents or independent contractors
(the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s
rights to receive and the obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance
compensation and benefits provided for in Section 5 hereof, irrespective of whether or not such demands, claims, causes of action
or rights arise or have arisen under (i) this Agreement, the Employment Agreement, or any other contract, agreement or understanding,
written or oral, between Executive and the Company or any of the Company Related Parties, or (ii) any employee or executive
benefit plans or programs, including any stock incentive or stock based compensation plans, or (iii) any federal, state or local
statutes or government regulations, or otherwise, and whether or not such demands, claims, causes of action or rights are known
or unknown, certain or uncertain, or suspected or unsuspected by Executive. Executive further covenants and agrees that such condition
precedent shall not be satisfied unless and until he/she executes and delivers to the Company all appropriate written agreements
reflecting such settlement and complete release in a form reasonably acceptable to the Company.


 


9.          Arbitration
of Disputes. Except as otherwise provided in the last sentence of this Section 9 with respect to equitable proceedings
and remedies, any controversy or claim arising out of or relating to this Agreement, the performance or non-performance (actual
or alleged) by either party of any of such party's respective obligations hereunder or any actual or alleged breach thereof, shall,
to the fullest extent permitted by law, be resolved exclusively by binding arbitration in any forum and form agreed upon by the
parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”)
in Orange County, California in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited
to, the rules and procedures applicable to the selection of arbitrators. In the event that any person, other than Executive or
the Company, may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration
subject to such other person’s agreement thereto. Judgment upon the award rendered by the arbitrator in any such arbitration
proceeding may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. The
reasonable fees and disbursements of the prevailing party's legal counsel, accountants and experts incurred in connection with
any such arbitration proceeding shall be paid by the non-prevailing party in such arbitration proceeding. Notwithstanding anything
to the contrary that may be contained in this Section 9, however, each party shall be entitled to bring an action in any court
of competent jurisdiction for the purpose of obtaining a temporary restraining order or a preliminary or permanent injunction or
other equitable remedies in circumstances in which such relief is appropriate.


  



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10.         Miscellaneous.


 


10.1         Entire
Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes
all prior agreements and understandings, whether written or oral, between the parties with respect to that subject matter.


 


10.2         Assignment;
Successors and Assigns, etc. Neither party may make any assignment, in whole or in part, of this Agreement or any interest
herein, by operation of law or otherwise, or delegate any of their respective duties hereunder, without the prior written consent
of the other party; except that in the event of a Change in Control of the Company, the rights and obligations of the Company under
this Agreement may be assigned to the successor-in-interest of the Company in such Change in Control without the consent of Executive,
provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable to Executive,
by which such successor-in-interest shall expressly agree to be bound by this Agreement and (ii) no such assignment shall
relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement
shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, legal
representatives, executors, administrators, heirs, devisees and legatees, and permitted assigns. If Executive should die while
any amounts are still payable to him/her pursuant to Section 5 hereof, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there
be no such designee, to the Executive’s estate.


 


10.3         Severability.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement)
shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law. 


 


10.4         Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any
party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any right or obligation
under or breach of this Agreement, shall not prevent any subsequent enforcement of such term, right or obligation or be deemed
a waiver of any prior or subsequent breach of the same obligation.


 


10.5         Notices.
Any notices, requests, demands and other communications provided for by this Agreement ("Notices") shall be sufficient
if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified
mail, postage prepaid, return receipt requested, to Executive at the last address Executive has filed in writing with Employer
or, in the case of any Notice to be given to the Company or the Employer (if other than the Company), at its headquarters offices,
attention of the Chief Executive Officer, and shall be effective on the date of delivery in person or by courier or two (2) business
days after the date such Notice is mailed by registered or certified mail, postage prepaid and return receipt requested (whether
or not the requested receipt is returned).


 






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10.6         Amendment.
This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized officer
or other representative of the Company.


 


10.7         Interpretation
and Construction of this Agreement. This Agreement is the result of arms-length bargaining by the parties, each party was represented
by legal counsel of such party's choosing in connection with the negotiation and drafting of this Agreement and no provision of
this Agreement shall be construed against a party, due to an ambiguity therein or otherwise, by reason of the fact that such provision
may have been drafted by counsel for such party. For purposes of this Agreement: (i) the term "including"
shall mean "including without limitation" or "including but not limited to"; (iv) the term "or"
shall not be deemed to be exclusive; and (v) the terms "hereof," "herein," "hereinafter,"
"hereunder," and "hereto," and any similar terms shall refer to this Agreement as a whole and
not to the particular Section, paragraph or clause in which any such term is used, unless the context in which any such term is
used clearly indicates otherwise. 


 


10.8         Governing
Law. This Agreement is being entered into and will be performed in the State of California and shall be construed under and
be governed in all respects by and enforced under the laws of the State of California, without giving effect to its conflict of
laws rules or principles.


 


10.9         Headings.
The Section and paragraph headings in this Agreement are inserted for convenience of reference only and shall not affect, nor shall
be considered in connection with, the construction or application of any of the provisions of this Agreement.


 


10.10         Counterparts.
This Agreement may be executed in any number of counterparts, and each such executed counterpart, and any photocopy or facsimile
copy thereof, shall constitute an original of this Agreement; but all such executed counterparts and photocopies and facsimile
copies thereof shall, together, constitute one and the same instrument.


  


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blank.

Signatures of parties follow on next page.]


 




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


 





	“Company”	 	“Executive”
	 	 	 	 
	KELLER FINANCIAL GROUP	 	 	 
	 	 	 	 	 
	By:	/S/ SCOTT F. KAVANAUGH



	 	/S/ ULRICH E. KELLER, JR.


	Name:	Scott F. Kavanaugh



	 	Name:	Ulrich E. Keller, Jr.

	Title:	President & COO
	 	 	 
	 	 	 	 	 
	“Bank”	 	 	 	 
	 	 	 	 
	The Keller Group Investment Management, Inc.



	 	 	 
	 	 	 	 	 
	By:	/S/ JOHN HAKOPIAN



	 	 	 
	Name:	John Hakopian



	 	 	 
	Title:	Executive Vice President



	 	 	 


 






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