Exhibit 10(a) 8 - Zavattaro Employment Agreement


    EMPLOYMENT
      AGREEMENT

    


    


    This
      Employment Agreement dated as of January 1, 2006 is by and between Patriot
      National Bank, a national banking association ("Patriot") and Marcus Zavattaro
      (the "Executive").

    


    RECITALS

    


    Patriot
      desires to employ the Executive and to have the benefit of his skills and
      services, and the Executive desires to be employed by Patriot on the terms
      and
      conditions set forth herein.

    


    NOW,
      THEREFORE, in consideration of the mutual promises, terms, covenants and
      conditions set forth herein, and the performance of each, the parties, intending
      legally to be bound, hereby agree as follows:

    


    


    AGREEMENTS

    


    Section
      1. 
Definitions.
      For
      purposes of this Agreement, the following terms have the meanings set forth
      below:

    


    "Board"
      means
      the Board of Directors of Patriot as same is constituted from time to
      time.

    


    "Business"
      means
      the business operations of the Residential Lending Group of Patriot National
      Bank, which consists of the residential mortgage brokerage origination business
      as it exists on the date hereof.

    


    "Cause"
      means
      (a) the commission by the Executive of any act, on or after the date of this
      Agreement, constituting, as to any cash funds or other receipts of Patriot,
      or
      any material property of Patriot or any other Person, (i) theft, (ii)
      embezzlement, (iii) fraud, (iv) gross misconduct, (v) dishonesty or (vi) or
      misappropriation of material property under applicable law; (b) the conviction
      of the Executive of (i) a crime resulting in material injury to the business
      or
      property of Patriot or (ii) a felony; (c) the material breach by the Executive
      of this Agreement, including but not limited to the failure by the Executive
      to
      follow all reasonable and lawful directions of the Board as to any material
      matter, or the taking of any action by the Executive that would be reasonably
      likely to cause material injury to Patriot or that would be in conflict with
      any
      material interest to Patriot within a reasonable period of time following
      Executive's receipt of written notice thereof by Patriot, which notice is
      sufficiently specific so as to permit Executive reasonably to cure such
      misconduct; or (d) the misuse or unlawful use of drugs, alcohol or other
      controlled substances in contravention of written policies of Patriot that
      are
      applicable to all employees of Patriot.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Confidential
      Information"
      means
      information that was or is used, developed or obtained by Patriot in connection
      with its business, including (a) products or services, (b) fees, costs and
      pricing structures, (c) analyses, (d) computer software, including operating
      systems, applications and program listings, (e) flow charts, manuals and
      documentation, (f) data bases, (g) accounting and business methods, (h)
      inventions, devices, new developments, methods and processes, whether patentable
      or unpatentable and whether or not reduced to practice, (i) other copyrightable
      works, (j) all technology and trade secrets, and (k) all similar and related
      information in whatever form or medium. Notwithstanding the foregoing, this
      Agreement imposes no obligation upon the Executive with respect to Confidential
      Information which (a) was known to the Executive before receipt from Patriot,
      (b) is or becomes publicly available through no fault of the Executive, (c)
      is
      disclosed to the Executive by a third party without a duty of confidentiality
      on
      the part of the third party to Patriot, (d) is subsequently independently
      developed by the Executive without a breach of this Agreement, or (e) is
      required to be disclosed by the Executive in a judicial or administrative
      proceeding, provided that the Executive gives Patriot reasonable advance notice
      of such required disclosure so that Executive may contest the disclosure or
      seek
      a protective order.

    


    "Effective
      Date"
      means
      the date of this Agreement.

    


    "Employment
      Period"
      has the
      meaning set forth in Section 5 of this Agreement. 

    


    "Executive"
      means
      Marcus Zavattaro.

    


    "Permanent
      Disability"
      shall
      have occurred if as a result of physical or mental incapacity, the Employee
      shall have been incapable of performing Employee's duties hereunder for a period
      in excess of 120 consecutive days in any 6 month period, or an aggregate of
      240
      days in any 12 month period.

    


    "Person"
      means
      an individual, a partnership, a corporation, a limited liability company, an
      association, a trust, a joint venture, an unincorporated organization and a
      governmental entity or any department, agency or political subdivision
      thereof.

    


    "RLG"
      means
      the Residential Lending Group of Patriot.

    


    "Reimbursable
      Expenses"
      has the
      meaning set forth in Section 4.4 of this Agreement.

    


    "Subsidiary"
      means,
      with respect to any Person, any corporation, partnership, limited liability
      company, association or other business entity of which (a) if a corporation,
      a
      majority of the total voting power of shares of stock entitled (without regard
      to the occurrence of any contingency) to vote in the election of directors,
      managers or trustees thereof is at the time owned or controlled, directly or
      indirectly, by that Person or a combination thereof, or (b) if a partnership,
      limited liability company, association or other 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    business
      entity, a majority of the partnership or other similar ownership interests
      thereof is at the time owned or controlled, directly or indirectly, by that
      Person or one or more Subsidiaries of the Person or a combination thereof.
      For
      purposes of this Agreement, a Person or Persons will be deemed to have a
      majority ownership interest in a partnership, limited liability company,
      association or other business entity if such Person or Persons are allocated
      a
      majority of partnership, limited liability company, association or other
      business entity gains or losses or control the managing director or member
      or
      general partner of such partnership, limited liability company, association
      or
      other business entity.

    


    "Termination
      Date"
      shall
      mean December 31, 2006.

    


    


    Section
      2. 
Employment.
      Patriot
      hereby employs the Executive, and the Executive hereby accepts employment with
      Patriot, upon the terms and conditions set forth in this Agreement, for the
      Employment Period provided in Section 5.

    


    


    Section3. 
Position
      and Duties.

    


    3.1 
Position.
      The
      Executive shall hold the position of Executive Vice President of Patriot
      National Bank, and the title Division Sales Manager of the Residential Lending
      Group of Patriot National Bank. During the Employment Period, the Executive
      will
      perform such reasonable executive and management duties as may, from time to
      time, be determined and assigned to him by the Chairman, Chief
      Executive Officer, President and/or the Management Committee of Patriot National
      Bank,
      which
      duties shall be similar to the services the Executive rendered to RLG in the
      past and shall relate primarily to the residential real estate mortgage
      origination business of Patriot and its affiliates. Patriot shall not require
      the Executive to relocate to any office of Patriot outside of Fairfield County,
      Connecticut.

    


    3.2 
Performance
      of Duties; Other Activities.
      The
      Executive shall devote his best efforts, attention and skills toward performing
      his duties on behalf of Patriot, and his full business and professional time
      to
      fully and faithfully perform such duties and responsibilities to the best of
      his
      abilities in a diligent, trustworthy, businesslike and efficient manner. The
      Executive shall do such traveling as may reasonably be required in connection
      with the performance of his duties and responsibilities hereunder, provided
      that
      the Executive will not be assigned to regular duties such as would require
      him
      to relocate his permanent residence.

    


    3.3 
Reporting.
      The
      Executive will report to the Chairman,
      Chief Executive Officer, President and/or the Management
      Committee
      of
      Patriot National Bank.

    
      
        
        

      

      
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    Section
      4. 
Compensation
      and Benefits.

    


    4.1 
Compensation.
      The
      compensation payable to the Executive by Patriot during the Employment Period
      is
      set forth on Schedule A hereto. 

    


    4.2 
Executive
      Stock Purchases and Stock Options.
      The
      Executive may be granted options and opportunities to purchase Patriot Common
      Stock consistent with stock purchase plans and option plans provided to senior
      management of Patriot and as may be awarded in the sole discretion of Patriot's
      Board of Directors from time to time.

    


    4.3 
Benefits.
      In
      addition to the aforesaid compensation, the Executive shall be entitled to
      be
      included under the same rules or restrictions in any employee welfare and
      retirement plan or program of Patriot generally available to its employees
      and
      or officers, including, without limitation, plans for hospital services, medical
      services benefits, sick pay, dental and other health plans, as well as the
      following benefits during the Employment Period:

    


    
      	 	
              (a)

            	
              four
                weeks of paid vacation per year during the Employment Period;
                

            


    

    


    
      	 	
              (b)

            	
              five
                personal/sick days per year;

            


    

    


    
      	 	
              (c)

            	
              participation
                in the 401K Plan of Patriot consistent with the participation afforded
                other similarly positioned Patriot
                executives.

            


    

    


    


    4.4 
Expenses.
      Patriot
      shall reimburse the Executive for any and all reasonable expenses incurred
      by
      him in the course of performing his duties under this Agreement which are
      consistent with Patriot's policies in effect from time to time with including
      business travel, entertainment, mileage expenses and other business expenses
      ("Reimbursable Expenses"), subject to Patriot's requirements with respect to
      reporting and documentation of expenses.

    


    Section
      5. 
Employment
      Period and Termination.

    


    5.1 
Employment
      Period.
      The
      Executive's employment hereunder shall commence on the Effective Date, and,
      unless renewed or modified by written agreement between Patriot and the
      Executive, the Employment Period will terminate on the "Termination Date";
      provided,
      however, that (a) the Employment Period shall terminate prior to such date
      upon
      the Executive's death or Permanent Disability, and (b) the Employment Period
      may
      be terminated by Patriot at any time prior to such date, if such termination
      shall be for Cause. The Executive and Patriot agree to begin negotiations to
      renew this employment agreement by September 15, 2006 and to use their best
      efforts to 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        
complete
        negotiations by October 15, 2006 provided, however, that neither the Executive
        nor Patriot shall have any legal obligation to renew this employment
        agreement.

    

    


    5.2 
Unjustified
      Termination.
      Except
      as otherwise provided in Section 5.3 below, if the Employment Period shall
      be
      terminated by Patriot prior to the Termination Date for any reason other than
      (a) for Cause, or (b) as a result of the death or Permanent Disability of the
      Executive (collectively, an "Unjustified Termination"), the Executive shall,
      so
      long as the Executive has not breached and does not breach the provisions of
      Sections 6, 7 or 8 of this Agreement, be entitled to receive during the
      unexpired portion of the Employment Period (i) continuation of his compensation,
      (ii) reimbursement of all Reimbursable Expenses incurred by the Executive prior
      to the termination of the Employment Period, and (iii) continuation of all
      medical benefits.

    


    5.3 
Justified
      Termination.
      If the
      Employment Period shall be terminated by Patriot prior to the Termination Date
      (a) for Cause, (b) as a result of the Executive's resignation, or (c) as a
      result of the death or permanent disability of the Executive (collectively,
      a
      "Justified Termination"), the Executive shall be entitled to receive his
      compensation through the date of termination and reimbursement of all
      Reimbursable Expenses incurred by the Executive prior to the termination of
      the
      Employment Period. A termination for Cause shall become effective on the date
      designated by Patriot.

    


    


    5.4 
Benefits.
      Except
      as otherwise required by law, all of the Executive's rights to fringe benefits
      under this Agreement, if any, accruing after the termination of the Employment
      Period as a result of a Justified Termination will cease upon such Justified
      Termination.

    


    


    Section
      6. 
Non-Solicitation
      Agreement. The
      Executive covenants and agrees that during the restricted period beginning
      eighteen months from the Executive’s departure , the Executive will refrain from
      interfering with the employment relationship between Patriot and its employees
      and will not solicit any of such employees for employment by any other financial
      institution or organization in the residential mortgage business.

    


    Section
      7. 
Delivery
      of Materials Upon Termination of Employment.
      As
      requested by Patriot from time to time and upon the termination of the
      Executive's employment with Patriot for any reason, the Executive will promptly
      deliver to Patriot all copies and embodiments, in whatever form or medium,
      of
      all Confidential Information in the Executive's possession or within his control
      irrespective of the location or form of such material and, if requested by
      Patriot, will provide Patriot with written confirmation that all such materials
      have been delivered to Patriot.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Section
      8. 
Nondisclosure
      and Non-use of Confidential Information.
      The
      Executive will not, at any time, disclose or use any Confidential Information
      of
      which the Executive is or becomes aware, whether or not such information is
      developed by him, except to the extent that such disclosure or use is directly
      related to and required by the Executive's performance of duties assigned to
      the
      Executive pursuant to this Agreement.

    


    


    Section
      9. 
Affiliates;
      Equitable Relief.
      The
      Executive acknowledges that a breach or threatened breach by him of any of
      his
      covenants contained in Sections 6, 7 and 8 of this Agreement could cause
      irreparable harm to Patriot for which it would have no adequate remedy at law.
      Accordingly, and in addition to any remedies which Patriot may have at law,
      in
      the event of an actual or threatened breach by the Executive of his covenants
      contained in Sections 6, 7 and 8 of this Agreement, Patriot shall have the
      absolute right to apply to any court of competent jurisdiction for such
      injunctive or other equitable relief as such court may deem necessary or
      appropriate in the circumstances.

    


    


    Section
      10. 
No
      Prior Agreements.
      The
      Executive hereby represents and warrants to Patriot that the execution of this
      Agreement by Executive, his employment by Patriot, and the performance of his
      duties hereunder will not violate or be a breach of any agreement with a former
      employer, client, or any other Person. Further, Executive agrees to indemnify
      and hold harmless Patriot and its officers, directors, and representatives
      for
      any claim, including, but not limited to, reasonable attorney's fees and
      expenses of investigation, of any such third party that such third party may
      now
      have or may hereafter come to have against Patriot or such other persons, based
      upon or arising out of any 

    non-competition
      agreement, invention, secrecy, or other agreement between Employee and such
      third party that was in existence as of the date of this Agreement. To the
      extent that Employee had any oral or written employment agreement or
      understanding with Patriot, this Agreement shall automatically supersede such
      agreement or understanding, and upon execution of this Agreement by Employee
      and
      Patriot, such prior agreement or understanding automatically shall be deemed
      to
      have been terminated and shall be null and void.

    


    Section
      11. 
Miscellaneous.

    


    11.1 
Remedies.
      The
      parties to this Agreement shall have all rights and remedies set forth in this
      Agreement, all rights and remedies which either party has been granted at any
      time under any other agreement or contract and all of the rights which either
      has under any law. Both parties will be entitled to enforce such rights
      specifically, without posting a bond or other security, to recover damages
      by
      reason of any breach of any provision of this Agreement and to exercise all
      other rights granted by law or available in equity.


    
      
        
        

      

      
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    11.2 
Waivers
      and Amendments.
      The
      provisions of this Agreement may be amended or waived only by a written
      agreement executed and delivered by Patriot and the Executive. No other course
      of dealing between the parties to this Agreement or any delay in exercising
      any
      rights hereunder will operate as a waiver of any rights of any such
      parties.

    


    11.3 
Successors
      and Assigns.
      All
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the parties hereto and their respective heirs, executors, administrators,
      personal representatives, successors and assigns, whether so expressed or not;
      provided that the Executive may not assign his rights or delegate his
      obligations under this Agreement without the written consent of
      Patriot.

    


    11.4 
Severability.
      Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be prohibited by or invalid under applicable law, such
      provision will be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of this Agreement.

    


    11.5 
Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, any one
      of
      which need not contain the signatures of more than one party, but all of which
      counterparts taken together will constitute one and the same
      agreement.

    


    11.6 
Descriptive
      Headings.
      The
      descriptive headings of this Agreement are inserted for convenience only and
      do
      not constitute a part of this Agreement.

    


    11.7 
Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement will be in writing and will be deemed
      to have been given when delivered personally to the recipient, two business
      days
      after the date when sent to the recipient by certified or registered mail,
      return receipt requested and postage prepaid. Such notices, demands, and other
      communications will be sent to the Executive and to Patriot at the addresses
      set
      forth below.

    If
      to the
      Executive:

    


    Marcus
      Zavattaro

    c/o
      Residential Lending Group of Patriot National Bank 

    1177
      Summer Street

    Stamford,
      CT 06905

    


    And

    


    Marcus
      Zavattaro

    1
      Highmeadow Road

    Old
      Greenwich, CT 06870


    
      
        
        

      

      
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    If
      to
      Patriot:

    


    Patriot
      National Bank 

    900
      Bedford Street 

    Stamford,
      CT 06901 

    Attn:
      Chairman

    


    or
      to
      such other address or to the attention of such other Person as the recipient
      party has specified by prior written notice to the sending party.

    


    11.8 
No
      Third Party Beneficiary.
      This
      Agreement will not confer any rights or remedies upon any person other than
      Patriot, the Executive and their respective heirs, executors, administrators,
      personal representatives, successors and permitted assigns.

    


    11.9 
Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties and supersedes
      any
      prior understandings, agreements or representations by or among the parties,
      written or oral, that may have related in any way to the subject matter
      hereof.

    


    11.10 
Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rule of strict construction
      will
      be applied against any party. Any reference to any federal, state, local or
      foreign statute or law will be deemed also to refer to all rules and regulations
      promulgated there under, unless the context requires otherwise. The use of
      the
      word "including" in this Agreement means "including without limitation" and
      is
      intended by the parties to be by way of example rather than
      limitation.

    


    11.11 
Life
      Insurance.
      The
      Executive agrees that Patriot shall have the right to obtain life insurance
      on
      the Executive's life, at the sole expense of Patriot, as the case may be, and
      with Patriot as the sole beneficiary thereof. The Executive shall (a) cooperate
      fully in obtaining such life insurance, (b) sign any necessary consents,
      applications and other related forms or documents and (c) take any reasonably
      required medical examinations.

    


    11.12 
Survival.
      Sections
      6, 7, 8 and 9, of this Agreement will survive and continue in full force in
      accordance with their terms notwithstanding any termination of the Employment
      Period.

    


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


    
      
        
        

      

      
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              PATRIOT
                NATIONAL BANK

            
	 	 
	 	 
	 	 
	 	
              By
                : /s/ Angelo De Caro

            
	 	
              It’s
                Chairman

            
	 	 
	 	 
	 	 
	 	/s/
              Marcus Zavattaro
	 	
              Marcus
                Zavattaro

            


    

     

     

    
 

    
      
        
        

      

      
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    SCHEDULE
      A

    


    2006
      Compensation (January 1, 2006 - December 31, 2006)

    


    


    
      	
              1.

            	
              Guaranteed
                Draw against commission - $180,000 paid in equal
                installments.

            
	 	 
	
              2.

            	
              Commissions
                - Payable at the new commission plan which becomes effective on January
                1,
                2006 (See attached schedule B).

            
	 	 
	
              3.

            	
              Override
                (A) - 4% payable on the gross commission revenue generated by those
                loan
                originators which report directly
                to
                Marcus, payable at the end of each calendar quarter.

            
	 	 
	
              4.

            	
              Negotiated
                Bonus - Marcus may receive a payment
                /
                bonus on commission generated by loan officers reporting to Peter
                Ferrara
                depending on Marcus’s efforts in assisting them generate earnings and the
                profitability of Peter’s group. The Management Committee, at its sole
                discretion, will determine the amount of override of any to be paid.
                If
                any amount is paid, it will be available at the same time as profit
                shares
                are paid out.

            


    

    


    


    


    


    
      
        
        

      

      
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    Schedule
      B

    


    Loan
      Originator Compensation Structure 

    


    For
      Loans Closed and Funded Beginning January 1 2006

    


    


    
      	
              a.

            	
              Commission
                Payout
                -
                Payout percentage applies to the entire commission
                (*)

            


    

    


    
      	 	
              Gross
                Commission

            	
              Payout
                %

            	 
	 	
              $0
                - $3,000

            	
              40%

            	 
	 	
              $3,001
                - $8,000

            	
              50%

            	 
	 	
              $8,001
                - $14,000

            	
              60%

            	 
	 	
              $14,001
                and over

            	
              70%

            	 


    

    


    (*)
      Negotiated payouts for loans placed in the Patriot portfolio that would be
      difficult to place outside of the bank.

    


    


    
      	
              b.

            	
              Marketing
                Credits
                -
                All uses of credits have to pre-approved by
                Management.

            


    

    


    
      	
              ·

            	
              For
                every $100,000 in gross commissions, there will be $2,000 in marketing
                credits available. 

            
	
              ·

            	
              Marketing
                credits must be used by year-end or they
                expire.

            


    

    


    Use
      of
      Credits

    


    
      	
              ·

            	
              Must
                be used to generate additional business for the bank

            
	
              ·

            	
              Open
                Houses/Documented Business Functions, etc.

            
	
              ·

            	
              Brochures
                and other advertising, etc.

            


    

    


    


    
      	
              c.

            	
              Fees
                Earned by Division:

            


    

    


    
      	 	 	
              Application
                Fee

            	
              Processing
                Fee

            	 
	 	
              1)
                First Mortgages

            	
              $150

            	
              $300

            	 
	 	
              Piggy
                Back HELOC

            	
              -
                

            	
              $100

            	 
	 	
              2)
                Stand Alone HELOC

            	
              -
                

            	
              $300

            	 


    

     

    
      
        
        

      

      
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    SCHEDULE
      C

    


    


    


    Marcus
      Zavattaro

    


    Job
      Responsibilities - 2006

    


    Residential
      Lending Division

    
 

    Includes
      but not limited to:

    


    
      	
              ·

            	
              Maintain
                high ethical standards for division

            
	 	 
	
              ·

            	
              Recruit
                and train loan originators

            
	 	 
	
              ·

            	
              Assist
                loan originators in structuring and closing deals

            
	 	 
	
              ·

            	
              Manage
                the resolution of any customer related issues 

            
	 	 
	
              ·

            	
              Grow
                our revenue stream by hiring more loan originators, offering additional
                types of loans (B and C, FHA, etc.)

            
	 	 
	
              ·

            	
              Establish
                loan origination officers in appropriate geographical locations,
                while
                considering the potential for possible bank branch
                expansion

            
	 	 
	
              ·

            	
              Encourage
                loan originators to seek out commercial loans

            
	 	 
	
              ·

            	
              Establish
                and cultivate new investor relationships

            
	
               

            	 
	
              ·

            	
              Keeping
                aware of new technology to support our employees and
                business

            
	 	 
	
              ·

            	
              Administration
                and budgeting

            


    

    


    


    
      
        
        

      

      
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