Exhibit 10.8**EXECUTIVE EMPLOYMENT AGREEMENT**     This **EXECUTIVE EMPLOYMENT AGREEMENT**(“Agreement”) is made and entered into as of this 28th dayof June, 2007, by and between Bank of Birmingham, a Michigan state bank (“Bank”), and Lance N.Krajacic, Jr., an individual resident of the State of Michigan (“Executive”).     **WHEREAS**, the Bank and the Executive are parties to an employment agreement dated March 10,2005 (the “Prior Agreement”) providing for the Executive to be employed as Executive Vice Presidentand Chief Lending Officer of the Bank, and Executive desires to accept employment, subject to andon the terms and conditions set forth in this Agreement; and     **WHEREAS,**the Bank and the Executive wish to clarify certain rights the Executive has upon thechange of control of the Bank’s parent corporation, Birmingham Bloomfield Bancshares, Inc. (the“Holding Company”) and to amend and restate the Prior Agreement in order to do so; and     **WHEREAS**, both the Bank and the Executive have read and understood the terms and provisions setforth in this Agreement and have been afforded a reasonable opportunity to review this Agreementwith their respective legal counsel.     **NOW, THEREFORE**, in consideration of the mutual promises and covenants set forth in thisAgreement, the Executive and the Bank agree as follows:**A. DURATION**     1. This Agreement shall become effective (the “Effective Date”) upon the date that the Bankopens for business shall continue in full force and effect, subject to Paragraph 2 below, until thethird anniversary date of the Effective Date, unless earlier terminated as provided herein.     2. The Bank and the Executive acknowledge and agree that the parties may agree to continue theemployment relationship upon such terms as they may mutually agree. Following the initial threeyear term of this Agreement, the Agreement shall automatically renew annually for a term of oneyear, unless either party elects to terminate this Agreement by sending written notice ofnon-renewal at least thirty (30) calendar days prior to the expiration of the then current term.If this Agreement expires as a result of non-renewal, the employment of the Executive shallautomatically terminate upon the expiration of the then current term.**B. COMPENSATION**     3. All payments of salary and other compensation to the Executive shall be payable inaccordance with the Bank’s ordinary payroll and other policies and procedures.     a. During the term of this Agreement, the Bank agrees to pay Executive a base salary ofnot less than $125,000 annually, appropriately prorated for partial months at thecommencement and end of the term of this Agreement.     b. The Bank shall have the right to deduct from any payment of compensation toExecutive hereunder any federal, state or local taxes required by law to be withheld withrespect to such payments and any other amounts specifically authorized to be withheld ordeducted by Executive.
 

 
     c. During the term of this Agreement, it is anticipated that the Board of Directors ora delegated committee thereof will adopt an executive incentive bonus plan based upon theasset growth and profitability of the Bank. The Executive will be entitled to participatein such plan. Executive shall also be entitled to participate in any benefit programsapplicable to all employees of the Bank or to executive employees of the Bank in accordancewith Bank policy and the provisions of said benefit programs.     d. Executive shall receive options to purchase shares of common stock of the HoldingCompany at an exercise price of $10.00 per share, the number of options to be equal to25,000. The options shall have a term of ten years from the date of issuance, which shallbe the Effective Date, and to the extent permitted by law, shall be treated as incentivestock options. The options shall be evidenced by a stock option agreement, which shall havesuch terms as are consistent with those set forth above and such additional terms, includingwith respect to vesting, as may be set forth in the stock option agreement or the stockoption plan pursuant to which the options are granted.     4. The Bank shall provide the Executive with a cellular phone and laptop computer for use inthe performance of his duties and obligations under this Agreement. The Bank shall also reimbursethe Executive for all reasonable expenses, including, but not limited to, travel expenses, lodgingexpenses, and meals and entertainment expenses, that the Executive may incur in the performance ofhis duties and obligations under this Agreement; provided, however, that the Executive shall berequired to submit receipts or other acceptable documentation to the cashier of the Bank or suchother officer designated by the Board to verify such expenses prior to any reimbursements. Inaddition to the reimbursement of expenses listed in this Paragraph, the Bank shall pay, orreimburse Executive, for reasonable initiation fees for trade association memberships deemed to beacceptable and appropriate by the Board of Directors.     5. Subject to the provisions of Paragraph 9 of this Agreement, the Executive shall be entitledto receive employee and dependent health insurance, dental insurance, paid sick leave and four (4)weeks of paid vacation per year, and any additional benefits provided to all Bank employees all inaccordance with the Bank’s employment policies.     6. The Bank shall also provide the Executive with a salary continuation plan, with such termsas are approved by Executive and the Board of Directors of the Bank.     7. The Bank shall also provide the Executive with term life insurance coverage in an initialamount not to exceed 200% of Executive’s base salary, and having a term not less than ten years.If, during the term of this Agreement, the Bank adopts a plan providing life insurance benefits toother Bank employees and the maximum coverage under such plan exceeds the maximum permissiblecoverage provided by this Paragraph, then notwithstanding the provisions of this Paragraph,Executive shall be entitled to participate in the Bank’s life insurance benefit plan to the fullextent that it is available to other Bank employees.     8. The Board of Directors or a delegated committee shall review the amount of Executive’scompensation, including his base salary, not less than annually and shall increase such base salaryas a result of such review and to provide reasonable cost of living adjustments, all in thediscretion of the Board of Directors or such committee and consistent with safe and sound bankingpractices; provided however that Executive’s base salary, bonuses, vacation and car allowance shallnot be less than the amounts set forth in Paragraphs 3, 4, and 5 at any time during the term ofthis Agreement.
 

 
     9. All employee benefits provided to the Executive by the Bank incident to the Executive’semployment shall be governed by the applicable plan documents, summary plan descriptions oremployment policies, and may be modified, suspended or revoked at any time, in accordance with theterms and provisions of the applicable documents.     10. The parties hereto acknowledge that the compensation set forth herein and the othercovenants and agreements of the Bank contained herein are fair and adequate compensation forExecutive’s services and for the covenants of Executive as set forth herein.**C. RESPONSIBILITIES**     11. The Executive shall be employed as Executive Vice President and Chief Lending Officer ofthe Bank and shall faithfully devote his best efforts and his primary focus to his positions withthe Bank.     12. The Executive acknowledges and agrees that the duties and responsibilities of theExecutive required by his position as Executive Vice President and Chief Lending Officer of theBank are wholly within the discretion of its Board of Directors, and may be modified, or new dutiesand responsibilities imposed by the Board of Directors, at any time, without the approval orconsent of the Executive. However, these new duties and responsibilities may not constituteimmoral or unlawful acts. In addition, the new duties and responsibilities must be consistent withthe Executive’s role as Executive Vice President and Chief Lending Officer of a financialinstitution.     13. The Executive acknowledges and agrees that, during the term of this Agreement, he has afiduciary duty of loyalty to the Bank, and that he will not engage in any activity during the termof this Agreement, which will or could, in any significant way, harm the business, businessinterests, or reputation of the Bank or the reputation of the Board of Directors.     14. The Executive shall not directly or indirectly engage in competition with the Bank at anytime during the existence of the employment relationship between the Bank and the Executive, andthe Executive will not on his own behalf, or as another’s agent or employee, engage in any of thesame or similar duties and/or Bank-related responsibilities required by the Executive’s positionwith the Bank, other than as an employee of the Bank pursuant to this Agreement or as specificallyapproved by the Board of Directors. In addition, without the prior written consent of the Board ofDirectors, Executive shall not usurp for himself any corporate opportunity available to the Bank.**D. NONINTERFERENCE**     15. Executive acknowledges that, as part of his employment with the Bank, he will becomefamiliar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank’semployees. Executive agrees to maintain the confidentiality of such information. Executivefurther covenants and agrees that, for a period of one year subsequent to the termination of thisAgreement, whether such termination occurs at the insistence of the Bank or the Executive, theExecutive shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others,any other employees of the Bank, nor shall the Executive contact or communicate with any otheremployees of the Bank for the purpose of inducing other employees to terminate their employmentwith the Bank. For purposes of this covenant, “other employees” shall refer to employees who arestill actively employed by or were employed by the Bank within the prior year, or doing businesswith, the Bank at the time of the attempted recruiting or hiring.     16. In his position of employment, the Executive will be exposed to confidential informationand trade secrets (hereafter “Proprietary Information”) pertaining to, or arising from, thebusiness of the
 

 
Bank and its affiliates (if any). The Executive hereby agrees and acknowledges that suchProprietary Information is unique and valuable to the Bank’s business and that the Bank wouldsuffer irreparable injury if this information were publicly disclosed. Therefore, the Executiveagrees to keep in strict secrecy and confidence, both during and after the period of hisemployment, any and all Proprietary Information which the Executive acquires, or to which theExecutive has access, during employment by the Bank, that has not been publicly disclosed by theBank. The Proprietary Information covered by this Agreement shall include, but shall not belimited to: (i) the identities of the Bank’s existing and prospective customers or clients,including names, addresses, credit status, and pricing levels; (ii) the buying and selling habitsand customs of the Bank’s existing and prospective customers or clients; (iii) financialinformation about the Bank; (iv) product and systems specifications, concepts for new or improvedproducts and other product or systems data; (v) the identities of, and special skills possessed by,the Bank’s employees; (vi) the identities of and pricing information about the Bank’s suppliers andvendors; (vii) training programs developed by the Bank; (viii) pricing studies, information andanalyses; (ix) current and prospective products and inventories; (x) financial models, businessprojections and market studies; (xi) the Bank’s financial results and business conditions; (xii)business plans and strategies; (xiii) special processes, procedures, and services of the Bank andits suppliers and vendors; and (xiv) computer programs and software developed by the Bank or itsconsultants. The provisions and agreements entered into herein shall survive the term of theEmployee’s employment to the extent reasonably necessary to accomplish their purpose in protectingthe interests of the Bank in any Proprietary Information disclosed to, or learned by, the Executivewhile employed.     17. The Executive expressly represents that he has no agreements with, or obligations to, anyparty which conflict, or may conflict, with the interests of the Bank or with the Executive’sduties as an employee of the Bank.     18. Executive acknowledges that the special relationship of trust and confidence between him,the Bank, and its clients and customers creates a high risk and opportunity for Executive tomisappropriate the relationship and goodwill existing between the Bank and its clients andcustomers. Executive further acknowledges and agrees that it is fair and reasonable for the Bankto take steps to protect itself from the risk of such misappropriation. Executive furtheracknowledges that, at the outset of his employment with the Bank and throughout his employment withthe Bank, Executive will be provided with access to and informed of Proprietary Information, whichwill enable him to benefit from the Bank’s goodwill and know-how. Executive covenants and agreesthat, for a period of one year subsequent to the termination of this Agreement, whether suchtermination occurs at the insistence of the Bank or the Executive, the Executive shall not attemptto solicit, directly or by assisting others, any of the customers or clients of the Bank, nor shallthe Executive contact or communicate with any of the customers or clients of the Bank for thepurpose of attracting their business or to offer any product or service which would be incompetition or that conflicts with the Bank’s business or the business of any of its affiliates.     19. Executive acknowledges that it would be inevitable in the performance of his duties as adirector, officer, employee, investor, agent or consultant of any person, association, entity, orcompany which competes with the Bank, or which intends to or may compete with the Bank, to discloseand/or use Proprietary Information, as well as to misappropriate the Bank’s goodwill and know-how,to or for the benefit of such other person, association, entity, or company. Executive alsoacknowledges that, in exchange for the execution of the non-solicitation restriction set forth inthese NONINTERFERENCE provisions, he has received substantial, valuable consideration, including:(i) confidential trade secret and proprietary information relating to the identity and specialneeds of the Bank’s current and prospective customers, the Bank’s current and prospective services,the Bank’s business projections and market studies, the Bank’s business plans and strategies, theBank’s studies and information concerning special services unique to the Bank; (ii) employment; and(iii) compensation and benefits as described in this
 

 
Agreement. Executive further acknowledges and agrees that this consideration constitutes fairand adequate consideration for the execution of the non-solicitation restriction set forth herein.     20. In consideration for the above-recited valuable consideration, as well as to protect thevital interests described in these NONINTERFERENCE provisions, the Executive understands and agreesthat during the continuation of this Agreement and for a period of one year following thetermination of this Agreement by either party, for any reason (other than for termination ofExecutive for circumstances described in Paragraph 25(e), below), the Executive will not be orbecome engaged in any way (directly or indirectly), as an individual proprietor, beneficiary,trustee, owner, partner, stockholder, officer, director, executive, investor, lender, salesrepresentative, or in any other capacity, whatsoever, in any activity or endeavor of any entityheadquartered within the Michigan cities/towns of Bloomfield, Bloomfield Hills, Beverly Hills,Birmingham, Franklin, or Bingham Farms, which competes or conflicts with the Bank’s business or thebusiness of any of its affiliates (if any), as such business has been conducted during the years ofthe Executive’s employment with the Bank. It is the parties’ desire that these restrictions beenforced to the fullest extent allowed by law.     21. Executive agrees that the restriction set forth above is ancillary to an otherwiseenforceable agreement, is supported by independent valuable consideration, and that the limitationsas to time, geographical area, and scope of activity to be restrained by Paragraph 20 arereasonable and acceptable, and do not impose any greater restraint than is reasonably necessary toprotect the goodwill and other business interests of the Bank. This Section creates a narrowlytailored advance approval requirement in order to avoid unfair competition and irreparable harm tothe Bank and is not intended or to be construed as a general restraint from engaging in a lawfulprofession or a general covenant against competition. Nothing herein will prohibit (i) beneficialownership of less than 5% of the publicly traded capital stock of a corporation listed on anational securities exchange so long as this is not a controlling interest, or (ii) ownership ofmutual fund investments. Executive agrees that if, at some later date, a court of competentjurisdiction determines that the non-solicitation agreement set forth in this Section does not meetthe criteria set forth by applicable law, this Section may be reformed by the court and enforced tothe maximum extent permitted under applicable law. Executive understands that his obligationsunder this Section shall not be assignable by him.     22. Executive acknowledges that the covenants set forth in these NONINTERFERENCE provisionsare material conditions to the Bank’s willingness to execute and deliver this Agreement and toprovide Executive the compensation and benefits and other consideration provided hereunder. Theparties agree that the existence of any claim or cause of action of Executive against the Bank,whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcementby the Bank of such covenants. It is specifically acknowledged that the periods following thetermination of employment stated in Paragraphs 15 and 20, during which the agreements and covenantsof Executive made in such Paragraphs are effective, are to be computed by excluding from suchcomputation any time during which Executive is in violation of any provision of Paragraph 15 or 20.In addition, Executive’s obligations under these NONINTERFERENCE provisions shall survive thetermination of this Agreement and Executive’s employment with the Bank. Executive’s obligationsunder these NONINTERFERENCE provisions are in addition to, and not in limitation or preemption of,all other obligations of confidentiality which he may have to Bank under general legal or equitableprinciples, or other the Bank policies. In the event of any conflict between or among theNONINTERFERENCE provisions set forth in this Section D, the more restrictive of the provisionsshall control.**E. REMEDIES**     23. In the event that the Executive violates any of the provisions set forth in this Agreementrelating to NONINTERFERENCE, Executive acknowledges that the Bank would suffer immediate and
 

 
irreparable harm and would not have an adequate remedy at law for money damages. Accordingly,Executive agrees that, without the necessity of proving actual damages or posting bond or othersecurity, the Bank shall be entitled to temporary or permanent injunction or injunctions to preventbreaches of such performance and to specific enforcement of such covenants in addition to any otherremedy to which the Bank may be entitled, at law or in equity. In such a situation, the partiesagree that the Bank may pursue any remedy available, including declaratory relief, concurrently orconsecutively in any order as to any breach, violation, or threatened breach or violation of any ofthe provisions set forth in this Agreement relating to NONINTERFERENCE, and the pursuit of anyparticular remedy or remedies shall not be deemed an election of remedies or waiver of the right topursue any other remedy.**F. TERMINATION**     24. The Board of Directors shall be entitled to terminate this Agreement, for any reason, byproviding the Executive with thirty (30) days written notice of the termination. However, if thisAgreement is terminated by the Bank without Good Cause, as defined in this Agreement, the Bankshall provide the Executive with the severance set forth in paragraph 34 of this Agreement.     25. For purposes of this Agreement, “Good Cause” shall be defined as the occurrence of one ofthe following events:     a. The determination of the Board of Directors, in the exercise of its reasonablejudgment, that Executive has violated any provision of this Agreement or is grosslynegligent in the performance of his duties hereunder, and has failed to cure such violationor the effects of such gross negligence within a reasonable period after written notice tothe Executive by the Bank specifying in reasonable detail the alleged violation;     b. The determination of the Board of Directors, in the exercise of its reasonablejudgment, that (i) Executive has failed to follow the policies adopted by the Board ofDirectors and has failed to cure such failure within a reasonable period after writtennotice to the Executive by the Bank specifying in reasonable detail the alleged failure; or(ii) Executive has engaged in such actions or omissions that would constitute unsafe orunsound banking practices;     c. The Executive is convicted of a misdemeanor involving moral turpitude or a felony;     d. The determination of the Board of Directors, in the exercise of its reasonablejudgment, that the Executive has engaged in gross misconduct in the course and scope of hisemployment with the Bank including indecency, immorality, gross insubordination, dishonesty,unlawful harassment, use of illegal drugs, or fighting;     e. The determination of the Board of Directors, in the exercise of its reasonablejudgment and in good faith, that the Executive’s job performance is substantiallyunsatisfactory and that Executive has failed to cure such performance within a reasonableperiod after written notice to the Executive by the Bank specifying in reasonable detail thenature of the unsatisfactory performance; or     f. The Executive is prohibited from engaging in the business of banking by anygovernmental regulatory agency having jurisdiction over the Bank.Notwithstanding anything in this Agreement to the contrary, Executive will not be in breach of thisAgreement and his action or failure to act shall not be a basis for termination for Good Cause if
 

 
Executive’s action or failure to act would constitute an unsafe or unsound banking practice or bereasonably expected to have a material adverse effect on the financial or regulatory condition ofthe Bank.     26. Executive shall be entitled to terminate this Agreement at any time, for any reason, withor without cause, by providing thirty (30) days written notice to the Bank. The effective date ofsuch resignation shall be the 30th calendar day following the date the notice is givenor such other later date as may be set forth in the notice. Upon Executive’s resignation,Executive shall be entitled to receive any base salary which has been earned by him through theeffective date of such resignation.     27. If Executive dies during the term of this Agreement and while in the employ of the Bank,this Agreement will terminate automatically, without notice, on the date of the Executive’s deathand the Bank shall have any further obligation to Executive or his estate under this Agreement(other than death benefits payable under any benefit plans to which Executive is a party), exceptthat the Bank shall pay Executive’s estate that portion of Executive’s base salary accrued throughthe date on which Executive’s death occurred. To the maximum extent, and for the term, permittedby the health benefit provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA) of1986, if Executive dies during the term of this Agreement and while in the employ of the Bank, theBank shall provide or maintain health insurance benefits, at the Bank’s expense, for Executive’sspouse.     28. The Executive acknowledges and agrees that this Agreement will terminate immediately,without notice, in the event the Executive becomes physically or mentally disabled, as defined by29 C.F.R. § 1630.2(g)(1), and cannot perform the essential functions of his position, with orwithout reasonable accommodation for the period designated by the Executive’s disability insuranceafter which disability payments will begin. In the event of a termination pursuant to thisSection, the Bank shall be relieved of all its obligations under this Agreement, except that theBank shall pay to Executive, or his estate in the event of his subsequent death, Executive’s basesalary through the date on which such termination shall have occurred, reduced during such periodby the amount of any benefits received by Executive under any disability policy maintained by theBank.     29. Executive acknowledges that all memoranda, notes, records, reports, manuals, books,papers, letters, client and customer lists, contracts, software programs, information and records,drafts of instructions, guides and manuals, and other documentation (whether in draft or finalform), and other sales or financial information and aids relating to the Bank’s business, and anyand all other documents containing confidential information furnished to Executive by anyrepresentative of the Bank or otherwise acquired or developed by Executive in connection with hisduties under this Agreement (collectively, “Recipient Materials”) shall at all times be theproperty of the Bank. Within three calendar days of the termination of this Agreement, Executiveshall return to the Bank, any Recipient Materials which are in his possession, custody or control.     30. The provisions of provisions of Paragraphs 15, 16, 20-23, 29-34, 39, 42, 43 and 45 shallsurvive the termination of this Agreement.**G. CHANGE IN CONTROL**     31. The parties acknowledge that the Executive has agreed to assume the position of ExecutiveVice President and Chief Lending Officer and to enter into this Agreement based on his confidencein the current owners of the Bank and the direction of the Bank provided by the current Board ofDirectors. Upon a “Change of Control,” as defined below, the Executive may, at his option, notifythe Bank within sixty (60) days following such Change of Control that he intends to terminate thisAgreement based upon the Change of Control.
 

 
     In the event that Executive is terminated by the Bank within sixty (60) days following suchChange of Control for any reason other than for Good Cause, Executive shall be entitled to elect toreceive as severance the lump sum amount determined pursuant to Paragraph 32 upon written notice tothe Bank, in which case the severance provisions of Paragraph 34 shall not apply.     32. In the event that the Executive elects to terminate this Agreement based upon the Changein Control, the Bank shall pay to the Executive a cash lump sum payment equal to 199% of his BaseAmount as defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (“Code”)within thirty (30) days of such notice.     In the event that any compensation payable under this Agreement is determined to be a“parachute payment” subject to the excise tax imposed by Section 4999 of the Code or any successorprovision (the “Excise Tax”), the Bank agrees to pay to the Executive an additional sum (the “GrossUp”) in an amount such that the net amount retained by the Executive, after receiving both thepayment and the Gross Up and after paying: (i) any Excise Tax on the payment and the Gross Up, and(ii) any federal, state, and local income taxes on the Gross Up, is equal to the amount of thepayment.     For purposes of determining the Gross Up, the Executive shall be deemed to pay federal, state,and local income taxes at the highest marginal rate of taxation in his filing status for thecalendar year in which the payment is to be made based upon the Executive’s domicile on the date ofthe event that triggers the Excise Tax. The determination of whether such Excise Tax is payableand the amount of such Excise Tax shall be based upon the opinion of tax counsel selected by theBank, subject to the reasonable approval of the Executive. If such opinion is not finally acceptedby the Internal Revenue Service, then appropriate adjustments shall be calculated (with additionalGross Up determined based on the principals outlined in the previous paragraph, if applicable) bysuch tax counsel based upon the final amount of Excise Tax so determined together with anyapplicable penalties and interest. The final amount shall be paid, if applicable, within thirty(30) days after such calculations are completed, but in no event later than April 1st ofthe year following the event that triggers the Excise Tax. Such compensation shall be payable inequal disbursements in accordance with the Bank’s ordinary payroll policies and procedures.     33. As used in this Agreement, a “Change of Control” shall be deemed to have occurred in eachof the following instances:     a. A reorganization, merger, consolidation or other corporate transaction involvingthe Holding Company or the Bank, in each case, with respect to which the shareholders ofthe Holding Company or the Bank, respectively, immediately prior to such transaction donot, immediately after the transaction, own more than fifty percent (50%) of the combinedvoting power of the reorganized, merged or consolidated company’s then outstanding votingsecurities.     b. The sale, transfer or assignment of all or substantially all of the assets of theHolding Company or the Bank to any third party.     c. The acquisition by any individual, entity or “group,” within the meaning ofSection 13(d)(3) or Section 14(d)(2) of the Exchange Act (other than the current members ofthe boards of directors of the Company or the Bank or any of their descendants, theCompany, the Bank, or any savings, pension or other benefit plan for the benefit of theemployees of the Company or the Bank or subsidiaries thereof) (a “Person”), of beneficialownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of votingsecurities of the Holding Company or the Bank where such acquisition causes any such Personto own fifty percent (50%)
 

 
or more of the combined voting power of the Holding Company’s or the Bank’s thenoutstanding capital stock then entitled to vote generally in the election of directors.     d. During any period of two consecutive years, the persons who were directors of theHolding Company immediately before the beginning of the two year period (the “IncumbentDirectors”) shall cease to constitute at least a majority of the Board of Directors of theHolding Company; provided that any individual becoming a director subsequent to thebeginning of such two year period whose election, or nomination for election by the Bank’sshareholders, was approved by at least two-thirds of the directors then comprising theIncumbent Directors shall be considered as though such individual were an IncumbentDirector unless such individual’s initial assumption of office occurs as a result of eitheran actual or threatened election contest (as such terms are used in Rule 14a-11 ofRegulation 14A promulgated under the Exchange Act).     e. A dissolution or liquidation of the Company or the Bank.     f. Any other transaction or series of related transactions occurring which havesubstantially the same effect as the transaction specified in clauses (a) through (f), asdetermined by the Board of Directors of the Holding Company or the Bank.     Notwithstanding anything contained herein to the contrary, if Executive’s employment isterminated and he reasonably demonstrates that such termination was at the request of a third partywho has indicated an intention of taking steps reasonably calculated to effect a Change in Controland who effects a Change in Control, or such termination otherwise occurred in connection with, orin anticipation of, a Change in Control which actually occurs, then for all purposes hereof, aChange in Control shall be deemed to have occurred on the day immediately prior to the date of suchtermination of his employment.**H. SEVERANCE**     34. Except as otherwise expressly provided herein, if Bank terminates Executive’s employmentfor any reason other than Good Cause (as defined in this Agreement) after the first anniversarydate of the Effective Date of this Agreement, then Executive shall be entitled to severance pay inan amount not less than the base salary that would have been due the Executive had he remainedemployed for six (6) months following termination. If Bank terminates Executive’s employment forany reason other than Good Cause (as defined in this Agreement) after the second anniversary dateof the Effective Date of this Agreement, then Executive shall be entitled to severance pay in anamount equal to the base salary that would have been due the Executive had he remained employed forone year following termination. In the event that the Executive is entitled to any payment underSection G, no payment shall be due under this Section H. Any severance pay due to Executivepursuant to this Section H shall be paid in accordance with the terms of normal payroll procedureof the Bank.**I. SEVERABILITY**     35. If any term or other provision of this Agreement is held to be illegal, invalid orunenforceable by any rule of law or public policy, (A) such term or provision shall be fullyseverable and this Agreement shall be construed and enforced as if such illegal, invalid orunenforceable provision were not a part hereof; (B) the remaining provisions of this Agreementshall remain in full force and effect and shall not be affected by such illegal, invalid orunenforceable provision or by its severance from this Agreement; and (C) there shall be addedautomatically as a part of this Agreement a provision as similar in terms to such illegal, invalidor unenforceable provision as may be possible and still be legal, valid and enforceable. If anyprovision of this Agreement is so broad as to be unenforceable, the provision shall be interpretedto be only as broad as is enforceable.
 

 
**J. WAIVER**     36. The parties acknowledge and agree that the failure of either to enforce any provision ofthis Agreement shall not constitute a waiver of that particular provision, or of any otherprovisions of this Agreement.**K. SUCCESSORS AND ASSIGNS**     37. The Executive acknowledges and agrees that, this Agreement may be assigned by the Bank toany successor-in-interest and shall inure to the benefit of, and be fully enforceable by, anysuccessor and/or assignee; and this Agreement will be fully binding upon, and may be enforced bythe Executive against, any successor and/or assignee of the Bank. In the event of any conflictbetween this Paragraph 37 and the Change in Control provisions set forth in Section G, above, theterms of Section G shall control.     38. The Executive acknowledges and agrees that his obligations, duties and responsibilitiesunder this Agreement are personal and shall not be assignable, and that this Agreement shall beenforceable by the Executive only. In the event of the Executive’s death, this Agreement shall beenforceable by the Executive’s estate, executors and/or legal representatives, only to the extentprovided herein.**L. CHOICE OF LAW**     39. **THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONSCONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BEGOVERNED BY, THE LAWS OF THE STATE OF MICHIGAN, WITHOUT GIVING EFFECT TO PROVISION THEREOFREGARDING CONFLICT OF LAWS. IT IS STIPULATED THAT MICHIGAN HAS A COMPELLING STATE INTEREST IN THESUBJECT MATTER OF THIS AGREEMENT, AND THAT EXECUTIVE HAS OR WILL HAVE REGULAR CONTACT WITH THESTATE OF MICHIGAN IN THE PERFORMANCE OF THIS AGREEMENT.****M. MODIFICATION**     40. The parties acknowledge and agree that this Agreement and the other agreements and plansreferenced herein constitute the complete and entire agreement between the parties; that eachexecuted this Agreement based upon the express terms and provisions set forth herein; that, inaccepting employment with the Bank, Executive has not relied on any representations, oral orwritten, which are not set forth in this Agreement; that no previous agreement, either oral orwritten, shall have any effect on the terms or provisions of this Agreement; and that all previousagreements, either oral or written, are expressly superseded and revoked by this Agreement. Exceptas otherwise expressly provided in this Agreement, no conditions, usage of trade, course of dealingor performance, understanding or agreement purporting to modify, vary, explain or supplement theterms or conditions of this Agreement unless hereafter made in writing and signed by the party tobe bound. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach ordefault, either of a similar or different nature, unless expressly so stated in writing.     41. Except as otherwise expressly provided in this Agreement, no conditions, usage of trade,course of dealing or performance, understanding or agreement purporting to modify, vary, explain orsupplement the terms or conditions of this Agreement unless hereafter made (i) in writing, (ii)referencing
 

 
an express provision in this Agreement, (iii) signed by the Executive, and (iv) approved by adisinterested majority of the Board of Directors.**N. INDEMNIFICATION**     42. The Bank shall indemnify the Executive against all judgments, penalties, fines, amountspaid in settlement and reasonable expenses (including, but not limited to, attorneys’ fees)relating to his employment by the Bank to the fullest extent permissible under the law, including,without limitation, federal and/or state banking laws and regulations, the Michigan Banking Code of1999, as amended, the Michigan Business Corporation Act, as amended, and the Bank’s Articles ofIncorporation. To the extent permitted by law, the Bank may purchase such indemnificationinsurance as the Board may from time to time determine.**O. ARBITRATION**     43. Any dispute, controversy, or claim arising out of or relating to this Agreement or breachthereof, or arising out of or relating in any way to the employment of the Executive or thetermination thereof, shall be submitted to arbitration in accordance with the Employment DisputeArbitration Rules of the American Arbitration Association. Judgment upon the award rendered by thearbitrator may be entered in any court of competent jurisdiction. In reaching his or her decision,the arbitrator shall have no authority to ignore, change, modify, add to or delete from anyprovision of this Agreement, but instead is limited to interpreting this Agreement.Notwithstanding the arbitration provisions set forth in this Agreement, the Executive and the Bankacknowledge and agree that nothing in this Agreement shall be construed to require the arbitrationof any claim or controversy arising under the NONINTERFERENCE provisions of this Agreement. Theseprovisions shall be enforceable by any court of competent jurisdiction and shall not be subject tothis Paragraph of the Agreement. The Executive and the Bank further acknowledge and agree thatnothing in this Agreement shall be construed to require arbitration of any claim for workers’compensation or unemployment compensation.**P. LEGAL CONSULTATION**     44. Each party acknowledges that it has carefully read this agreement, that it has had anopportunity to consult with his or its attorney concerning the meaning, import and legalsignificance of this Agreement, that it understands the terms of the Agreement, that allunderstandings and agreements between Executive and the Bank relating to the subjects covered inthis Agreement are contained in it, and that it has entered into the Agreement voluntarily and notin reliance on any promises or representations by the other than those contained in this Agreement.**Q. MISCELLANEOUS**     45. The Executive shall make himself available, upon the request of the Bank, to testify orotherwise assist in litigation, arbitration, or other disputes involving the Bank, or any of thedirectors, officers, employees, subsidiaries, or parent corporations of either, at no additionalcost during the term of this Agreement and at any time following the termination of this Agreement.     46. The Executive shall not be required to mitigate the amount of any payment provided for inthis Agreement by seeking other employment or otherwise, nor shall the amount of any paymentprovided for in this Agreement be reduced by any compensation earned by the Executive as the resultof employment by another employer after the date of termination, or otherwise.
 

 
     47. In the event either party institutes arbitration or litigation to enforce or protect itsrights under this Agreement, the prevailing party in such arbitration or litigation shall beentitled, in addition to all other relief, to reasonable attorneys fees, out-of-pocket costs,disbursements, and arbitrator’s fees relating to such arbitration or litigation.     48. This Agreement may be executed simultaneously in two or more counterparts, each of whichshall be deemed an original, but all of which shall together constitute one and the same Agreement.     49. The Bank shall have no obligation to set aside, earmark or entrust any fund or money withwhich to pay its obligations under this Agreement. The Executive or any successor-in-interest toExecutive shall be and remain simply a general creditor of the Bank in the same manner as any othercreditor having a general unsecured claim. For purposes of the Code, the Bank intends thisAgreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes ofEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), the Bank intends that thisAgreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be anunfunded arrangement for the benefit of a select member of management, who is a highly compensatedemployee of the Bank for the purpose of qualifying this Agreement for the “top hat” plan exceptionunder sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have or bedeemed to have any lien nor right, title or interest in or to any specific investment or to anyassets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policyupon the life of Executive, the Executive shall assist the Bank by freely submitting to a physicalexamination and supplying such additional information necessary to obtain such insurance orannuities.     50. When a reference is made in this Agreement to a Paragraph, such reference shall be to aParagraph of this Agreement unless otherwise indicated. The headings contained in this Agreementare for convenience of reference only and shall not affect in any way the meaning or interpretationof this Agreement. Whenever the words “include”, “includes” or “including” are used in thisAgreement, they shall be deemed to be followed by the words “without limitation.” The words“hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shallrefer to this Agreement as a whole and not to any particular provision in this Agreement. Each useherein of the masculine, neuter or feminine gender shall be deemed to include the other genders.Each use herein of the plural shall include the singular and vice versa, in each case as thecontext requires or as is otherwise appropriate. The word “or” is used in the inclusive sense.Any agreement or instrument defined or referred to herein or in any agreement or instrument that isreferred to herein means such agreement or instrument as from time to time amended, modified orsupplemented, including by waiver or consent. References to a person are also to its permittedsuccessors or assigns.     51. Executive represents that his service as an employee of the Bank will not violate anyagreement: (i) he has made that prohibits him from disclosing any information he acquired prior tohis becoming employed by the Bank; or (ii) he has made that prohibits him from accepting employmentwith the Bank or that will interfere with his compliance with the terms of this Agreement.Executive further represents that he has not previously, and will not in the future, disclose toBank any proprietary information or trade secrets belonging to any previous employer. Executiveacknowledges that the Bank has instructed him not to disclose to it any proprietary information ortrade secrets belonging to any previous employer.**R. NOTICES**     52. All notices and other communications required or permitted to be given or deliveredhereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemedto have been properly given if (a) delivered personally, (b) delivered by a recognized overnightcourier
 

 
service, (c) sent by United States mail, or (d) sent by facsimile transmission followed by aconfirmation copy delivered by recognized overnight courier service the next day. Such notices,requests, consents and other communications shall be sent to the respective parties as follows (orat such other address for a party as shall be specified by like notice to the other party):               If to the Bank:               Bank of Birmingham