EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into effective as of the ___ day of December, 2011, by and between
Grand River Bank (“Bank”), and Patrick K. Gill, an individual resident of the State of Michigan (“Executive”)
and subject to the approval of the State of Michigan Office of Financial and Insurance Regulation (“OFIR”).


 


WHEREAS, the
Executive has considerable experience, expertise and training in management related to banking and services offered by the Bank;


 


WHEREAS, the
Bank desires for the Executive to be employed as the President & Chief Executive Officer of the Bank, and Executive desires
to accept employment, subject to and on the terms and conditions set forth in this Agreement; and


 


WHEREAS, both
the Bank and the Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded
a reasonable opportunity to review this Agreement with their respective legal counsel.


 


NOW, THEREFORE,
in consideration of the mutual promises and covenants set forth in this Agreement, the Executive and the Bank agree as follows:


 


A. DURATION


 


1.The initial
term of the Executive’s employment will commence on February 1, 2012 (the “Effective Date”) subject to the approval
of the State of Michigan Office of Financial and Insurance Regulation and end on the third anniversary of the Effective Date (the
“Initial Employment Period”), unless terminated earlier pursuant to Section F of this Agreement; provided, however,
that as of the expiration of each twelve (12) month period (“Employment Year’’) following the Effective Date,
the Employment Period (as defined below) will automatically be extended for a one-year period such that it will expire three (3)
years from the commencement of such extension, unless either party gives at least 30 days written notice prior to the end of then-current
Employment Year of its intention not to further extend the Employment Period (the Initial Employment Period and each subsequent
extension shall constitute the “Employment Period”).


 


2.Both
the Bank and the Executive acknowledge and agree that the parties may agree to continue the employment relationship upon such terms
as they may mutually agree. Both parties acknowledge and agree that, in the event this Agreement does not renew, this Agreement
shall terminate automatically upon the expiration of the then current term without any additional liability or obligation on the
part of either party, except as expressly provided herein.


 


B. COMPENSATION


 


3.All payments
of salary and other compensation to the Executive shall be payable in accordance with the Bank’s ordinary payroll and other
policies and procedures.


 


a.During
the term of this Agreement, the Bank agrees to pay the Executive a base salary of not less than Two Hundred Thousand ($200,000)
Dollars annually, appropriately prorated for partial months at the commencement and end of the term of this Agreement.


 


b.During
the term of this Agreement, it is anticipated that the board of directors of the Bank (“Board of Directors” or “Board”)
or a delegated committee thereof will adopt an executive incentive bonus plan based upon the asset growth and profitability of
the Bank. The Executive will be entitled to participate in such plan (percentage
of salary based on after tax profits TBD).


 



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c.The
Executive shall also be entitled to participate in any benefit programs applicable to all employees of the Bank or to executive
employees of the Bank in accordance with Bank policy and the provisions of said benefit programs.


 


d.The
Executive shall receive options to purchase Twenty Five Thousand (25,000) shares of common stock of the Bank at an
exercise price of $10 per share. The options shall have a term of Ten (10) years from the date of issuance,
which shall be the Effective Date, and to the extent permitted by law, shall be treated as incentive stock options. The options
shall vest ratably over a period of Five (5) years, beginning on the first anniversary date of the Effective Date.
The options shall be evidenced by a stock option agreement, which shall have such terms as are consistent with those set forth
above and such additional terms as may be set forth in the stock option agreement or the stock option plan pursuant to which the
options are granted.


 


4.The Bank
shall provide the Executive with a cellular phone and laptop computer for use in the performance of his duties and obligations
under this Agreement. The Bank also shall reimburse the Executive for all reasonable expenses, including, but not limited to, travel
expenses, lodging expenses, and meals and entertainment expenses, that the Executive may incur in the performance of his duties
and obligations under this Agreement; provided, however, that the Executive shall be required to submit receipts or other acceptable
documentation to the cashier of the Bank or such other officer designated by the Board of Directors to verify such expenses prior
to any reimbursements. In addition to the reimbursement of expenses listed in this Paragraph, the Bank shall pay, or reimburse
the Executive, for reasonable initiation fees for trade association memberships deemed to be acceptable and appropriate by the
Board of Directors.


 


5.Subject
to the provisions of Paragraph 9 of this Agreement, the Executive shall be entitled to receive employee and dependent health insurance,
dental insurance, paid sick leave and Six (6) weeks of paid vacation per year, and any additional benefits provided to all Bank
employees. The Executive’s receipt of such benefits shall be in accordance with the Bank’s employment policies. Upon
the termination of this Agreement for any reason other than Good Cause as defined in Section 26 below, the Executive shall have
the opportunity to purchase health insurance benefits from the Bank’s health insurance provider, at employee rates, up to
the Executive’s 65th birthday, subject to the following: (a) the availability of such benefits from the Bank’s
health insurance provider, to former employees, including retirees; (b) certain provisions of the Internal Revenue Code (IRC),
including, but not limited to Section 105(h) of the IRC; (c) any limitations placed on employers by the Patient Protection and
Affordable Care Act; (d) Bank regulatory approval.


 


6.The
Bank also shall provide the Executive with a salary continuation plan, with such terms as are approved by Executive and the Board
of Directors. 


 


7.The
Bank also shall provide the Executive with term life insurance coverage in an initial amount not to exceed One Hundred Ninety
Nine Percent (199)% of the 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 to other Bank employees and the maximum coverage under
such plan exceeds the maximum permissible coverage provided by this Paragraph, then notwithstanding the provisions of this Paragraph,
the Executive shall be entitled to participate in the Bank’s life insurance benefit plan to the full extent that it is available
to other Bank employees.


 



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8.The Board
of Directors or a delegated committee shall review the amount of the Executive’s compensation, including his base salary,
not less than annually and shall increase such base salary as a result of such review and to provide reasonable cost of living
adjustments, all in the discretion of the Board of Directors or such committee and consistent with safe and sound banking practices;
provided however that the Executive’s base salary, bonuses and vacation shall not be less than the amounts set forth in Paragraphs 3,
4, and 5 at any time during the term of this Agreement.


 


9.All
employee benefits provided to the Executive by the Bank incident to the Executive’s employment shall be governed by the applicable
plan documents, summary plan descriptions or employment policies, and may be modified, suspended or revoked at any time, in accordance
with the terms and provisions of the applicable documents.


 


10.The
parties hereto acknowledge that the compensation set forth herein and the other covenants and agreements of the Bank contained
herein are fair and adequate compensation for the Executive’s services and for the covenants of the Executive as set forth
herein.


 


C. RESPONSIBILITIES


 


11.The Executive
shall be employed as the President & Chief Executive Officer of the Bank and shall faithfully devote his best efforts and his
primary focus to the Bank.


 


12.The Executive
acknowledges and agrees that the duties and responsibilities of the Executive are those required of someone in the position as
the President & Chief Executive Officer of the Bank, including without limitation, the development and implementation of the
business plan prepared as part of the Bank’s requirements through the de novo period of operations and as long as necessary
to ensure compliance with the Bank’s Charter and deposit insurance orders. At a minimum, the Executive shall identify and
recruit the executive management and commercial lending team as contemplated by the business plan and provide leadership on behalf
of the Bank to increase capital in the event the Bank’s parent Company should be approved to move forward with such activity.
Such duties are wholly within the discretion of its Board of Directors, and may be modified, or new duties and responsibilities
imposed by the Board of Directors, at any time, without the approval or consent of the Executive. However, these new duties and
responsibilities may not constitute immoral or unlawful acts. In addition, the new duties and responsibilities must be consistent
with the Executive’s role as the President & Chief Executive Officer of a financial institution.


 


13.The Executive
acknowledges and agrees that, during the term of this Agreement, he has a fiduciary duty of loyalty to the Bank and the shareholders
of the Bank’s parent Company, and that he will not engage in any activity during the term of this Agreement, which will or
could, in any significant way, harm the business, business interests, 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 any time during the existence of the employment
relationship between the Bank and the Executive, and the Executive will not on his 


 


15.own
behalf, or as another’s agent or employee, engage in any of the same or similar duties and/or Bank-related responsibilities
required by the Executive’s position with the Bank, other than as an employee of the Bank pursuant to this Agreement or as
specifically approved by the Board of Directors. In addition, without the prior written consent of the Board of Directors, Executive
shall not usurp for himself or herself any corporate opportunity available to the Bank.


 



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D. NONINTERFERENCE


 


16.The Executive
acknowledges that, as part of his employment with the Bank, he will become familiar with the salary, pay scale, capabilities, experiences,
skill and desires of the Bank’s employees. The Executive agrees to maintain the confidentiality of such information. The
Executive further covenants and agrees that, for a period of one year (twelve successive calendar months) subsequent to the termination
of this Agreement, whether such termination occurs at the insistence of the Bank or the Executive, the Executive shall not recruit,
hire, or attempt to recruit or hire, directly or by assisting others, any employees of the Bank, nor shall the Executive contact
or communicate with any employees of the Bank for the purpose of inducing such employees of the Bank to terminate their employment
with the Bank. For purposes of this covenant, “employees of the Bank” shall refer to employees who are still actively
employed by or were employed by the Bank within the prior year at the time of the attempted recruiting or hiring.


 


17.In his
or her position of employment, the Executive will be exposed to confidential information and trade secrets (hereafter “Proprietary
Information”) pertaining to, or arising from, the business of the Bank and its affiliates (if any). The Executive hereby
agrees and acknowledges that such Proprietary Information is unique and valuable to the Bank’s business and that the Bank
would suffer irreparable injury if this information were publicly disclosed. Therefore, the Executive agrees to keep in strict
secrecy and confidence, both during and after the period of his employment, any and all Proprietary Information which the Executive
acquires, or to which the Executive has access, during employment by the Bank, that has not been publicly disclosed by the Bank.
The Proprietary Information covered by this Agreement shall include, but shall not be limited 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 habits and customs of the Bank’s existing and prospective customers or clients; (iii) financial information
about the Bank; (iv) product and systems specifications, concepts for new or improved products 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 and vendors; (vii) training programs developed by the Bank; (viii) pricing
studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business
projections 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 and its suppliers and vendors; and (xiv) computer
programs and software developed by the Bank or its consultants. The provisions and agreements entered into herein shall survive
the term of the Employee’s employment to the extent reasonably necessary to accomplish their purpose in protecting the interests
of the Bank in any Proprietary Information disclosed to, or learned by, the Executive while employed.


 


18.The Executive
expressly represents that he has no agreements with, or obligations to, any party which conflict, or may conflict, with the interests
of the Bank or with the Executive’s duties as an employee of the Bank.


 


19.The Executive
acknowledges that the special relationship of trust and confidence between he, the Bank, and its clients and customers creates
a high risk and opportunity for the Executive to misappropriate the relationship and goodwill existing between the Bank and its
clients and customers. The Executive further acknowledges and agrees that it is fair and reasonable for the Bank to take steps
to protect itself from the risk of such misappropriation. The Executive further acknowledges that, at the outset of his employment
with the Bank and throughout his employment with the Bank, the Executive will be provided with access to and informed of Proprietary
Information, which will enable him to benefit from the Bank’s goodwill and know-how.


 



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20.The Executive
acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or
consultant of any person, association, entity, or company which competes with the Bank, or which intends to or may compete with
the Bank, to disclose and/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. The Executive also acknowledges that, in exchange
for the execution of the non-solicitation restriction set forth in these NONINTERFERENCE provisions, he has received substantial,
valuable consideration, including: (i) confidential trade secret and proprietary information relating to the identity and
special needs 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, the Bank’s studies and information
concerning special services unique to the Bank; (ii) employment; and (iii) compensation and benefits as described in this
Agreement. The Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for
the execution of the non-solicitation restriction set forth herein.


 


21.In consideration
for the above-recited valuable consideration, as well as to protect the vital interests described in these NONINTERFERENCE provisions,
the Executive understands and agrees that during the continuation of this Agreement and for a period of one year following the
termination of this Agreement by either party, for any reason (other than for termination of the Executive for circumstances described
in Paragraph 25(e), below), the Executive will not be or become engaged in any way (directly or indirectly), as an individual proprietor,
beneficiary, trustee, owner, partner, stockholder, officer, director, executive, investor, lender, sales representative, or in
any other capacity, whatsoever, in any activity or endeavor which competes or conflicts with the Bank’s business or the business
of the Bank or the business of any of their respective affiliates (if any), as such business has been conducted during the tenure
of the Executive’s employment with the Bank, within a Fifty (50) mile radius of the Bank’s primary place of doing business,
alternatively referred to as its headquarters building. It is the parties’ desire that these restrictions be enforced to
the fullest extent allowed by law.


 


22.The Executive
agrees that the restrictions set forth in Paragraph 20 above are ancillary to an otherwise enforceable agreement, are supported
by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained
by Paragraph 20 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect
the goodwill and other business interests of the Bank. The Executive further agrees that such restrictions do not create undue
hardship for him or for the public. The NONINTERFERENCE provisions in this Section D are not intended to be construed as a
general restraint from engaging in a lawful profession or a general covenant against competition. Nothing herein will prohibit
the Executive’s (i) beneficial ownership of less than 5% of the publicly traded capital stock of a corporation listed on
a national securities exchange so long as this is not a controlling interest, or (ii) ownership of mutual fund investments. The
Executive may not avoid the purpose and intent of this paragraph by engaging in conduct within the geographically limited area
from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications,
or other similar methods or yet to be developed technologies. The Executive agrees that if, at some later date, a court of competent
jurisdiction determines that the non-solicitation agreement set forth in this Section D does not meet the criteria set forth by
applicable law, then, such agreement may be reformed by the court and enforced to the maximum extent permitted under applicable
law. The Executive understands that his obligations under this Section D shall not be assignable
by him.


 


23.The Executive
acknowledges that the covenants set forth in these NONINTERFERENCE provisions are material conditions to the Bank’s willingness
to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder.
The parties 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 enforcement by the Bank of such covenants. It is specifically acknowledged
that the periods following the termination of employment stated in Paragraphs 15 and 20, during which the agreements and covenants
of Executive made in such Paragraphs are effective, are to be computed by excluding from such computation any time during which
Executive is in violation of any provision of Paragraph 15 or 20. The covenants contained in these NONINTERFERENCE provisions will
not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive’s obligations under
these NONINTERFERENCE provisions shall survive the termination of this Agreement and Executive’s employment with the Bank.
Executive’s obligations under 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 equitable principles, or other the Bank
policies.


 



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E. REMEDIES


 


24.In the
event that the Executive violates any of the provisions set forth in this Agreement relating 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 other security, the Bank shall be entitled
to temporary or permanent injunction or injunctions to prevent breaches of such performance and to specific enforcement of such
covenants in addition to any other remedy to which the Bank may be entitled, at law or in equity. In such a situation, the parties
agree that the Bank may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order as
to any breach, violation, or threatened breach or violation of any of the provisions set forth in this Agreement relating to NONINTERFERENCE,
and the pursuit of any particular remedy or remedies shall not be deemed an election of remedies or waiver of the right to pursue
any other remedy.


 


F. TERMINATION


 


25.The Board
of Directors shall be entitled to terminate this Agreement, for any reason, by providing the Executive with thirty (30) days written
notice of the termination. However, if this Agreement is terminated by the Bank without Good Cause, as defined in this Agreement,
the Bank shall provide the Executive with the severance set forth in paragraph 34 of this Agreement.


 


26.For purposes
of this Agreement, “Good Cause” shall be defined as the occurrence
of one of the following events:


 


a.The
determination by the Board of Directors, in the exercise of its reasonable judgment, that Executive has violated any provision
of this Agreement or is negligent in the performance of his or her duties hereunder, and has failed to cure such violation or the
effects of such negligence within a reasonable period after written notice to the Executive by the Bank specifying in reasonable
detail the alleged violation;


 


b.The
determination by the Board of Directors, in the exercise of its reasonable judgment, that (i) Executive has failed to follow the
policies adopted by the Board of Directors and has failed to cure such failure within a reasonable period after written notice
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 or unsound banking practices;


 


c.The
Executive is charged with a misdemeanor involving moral turpitude or a felony;


 



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d.The
determination by the Board of Directors, in the exercise of its reasonable judgment, that the Executive has engaged in gross misconduct
in the course and scope of his or her employment with the Bank including indecency, immorality, insubordination, dishonesty, unlawful
harassment, use of illegal drugs, or fighting;


 


e.The
determination by the Board of Directors, in the exercise of its reasonable judgment and in good faith, that the Executive’s
job performance is substantially unsatisfactory and that Executive has failed to cure such performance within a reasonable period
after written notice to the Executive by the Bank specifying in reasonable detail the nature of the unsatisfactory performance;


 


f.The
Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over
the Bank; or


 


g.The
Bank has entered into a formal administrative action.


 


27.Executive
shall be entitled to terminate this Agreement at any time, for any reason, with or without cause, by providing thirty (30) days
written notice to the Bank. The effective date of such resignation shall be the 30th calendar day following the date
the notice is given or 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 the effective date of such resignation.


 


28.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 death and the Bank shall not 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), except that the
Bank shall pay Executive’s estate that portion of Executive’s base salary accrued through the date on which Executive’s
death occurred. To the maximum extent, and for the term, permitted by the health benefit provisions
of the Consolidated Omnibus Budget Reconciliation Act (COBRA) of 1986, if Executive dies during
the term of this Agreement and while in the employ of the Bank, the Bank shall provide or maintain health
insurance benefits, at the Bank’s expense, for Executive’s spouse.


 


29.This
Agreement will terminate immediately, without notice, in the event the Executive is prevented from performing his duties hereunder
by reason of becoming physically or mentally disabled. For purposes of this Agreement, the term “disabled” shall have
the meaning set forth in the Bank’s long-term disability plan or, if the Bank has no long-term disability plan in effect
at the time of the Executive’s disability, then “disabled” shall mean that Executive has become physically or
mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing the essential functions
of his duties under this Agreement for a continuous period of three (3) months, as determined by the Board of Directors upon the
advice of a qualified physician. In the event a dispute arises between Executive and the Bank concerning Executive’s physical
or mental ability to continue or return to the performance of his or her duties, then Executive shall submit to an examination
by a competent physician mutually agreeable to the parties. The physician’s opinion as to the Executive’s capability
to perform his duties will be final and binding. During any period prior to termination during which the Executive fails to perform
his duties as a result of incapacity due to physical or mental illness, the Executive shall continue to receive his full salary
at the rate then in effect for such period until his employment terminates pursuant to this Paragraph 28, provided that payments
so made to the Executive during such period shall be reduced by the sum of the amounts, if any, payable to the Executive under
any disability benefit plans of the Bank that were not previously applied to reduce such payment.


 



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In the event of a termination
pursuant to this Section 28, the Bank shall be relieved of all its obligations under this Agreement, except that Bank shall pay
to the Executive, or to his estate in the event of his subsequent death, the Executive’s base salary under Paragraph 3(a)
through the date on which such termination shall have occurred, reduced during such period by the amount of any benefits received
by Executive under any disability policy maintained by the Bank and by any death benefits payable under the benefit plans referenced
in Paragraph 7. All such payments to the Executive or to his estate shall be made in the same manner as other payroll obligations.


 


30.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 final form), and other sales or financial information and aids relating to the Bank’s business, and any and all other
documents containing Propriety Information furnished to the Executive by any representative of the Bank or otherwise acquired or
developed by the Executive in connection with his duties under this Agreement (collectively, the “Recipient Materials”)
shall at all times be the property of the Bank. Within three calendar days of the termination of this Agreement, the Executive
shall return to the Bank, all Recipient Materials (including all Proprietary Information) that are in his possession, custody or
control.


 


31.The
provisions of provisions of Paragraphs 15, 16, 20-23, 29-34, 39, 43 and 45 shall survive the termination of this Agreement.


 


G. CHANGE OF CONTROL


 


32.The parties
acknowledge that the Executive has agreed to assume the position of President & Chief Executive Officer and to enter into this
Agreement based on his confidence in the current owners of the Bank and the direction of the Bank provided by the current Board
of Directors. Upon a “Change of Control,” as defined below, the Executive may, at his option, notify the Bank within
sixty (60) days following such Change of Control that he intends to terminate this Agreement based upon the Change of Control.


 


In the event that Executive
is terminated by the Bank within sixty (60) days following such Change of Control for any reason other than for Good Cause, Executive
shall be entitled to elect to receive as severance the lump sum amount determined pursuant to Paragraph 32 upon written notice
to the Bank, in which case the severance provisions of Paragraph 34 shall not apply.


 


33.In the
event that the Executive elects to terminate this Agreement based upon the Change of Control, the Bank shall pay to the Executive,
within thirty (30) days of Bank’s receipt of a notice of the Executive’s election to terminate this Agreement, a cash
lump sum payment equal to two (2) times his Base Amount as defined in section 280G (b) (3) of the Internal Revenue Code of 1986,
as amended (“Code”).


 


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 successor provision (the “Excise Tax”), the Bank agrees to pay to the Executive
an additional sum (the “Gross Up”) in an amount such that the net amount retained by the Executive, after receiving
both the payment 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 the payment.


 


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 or her filing status for the calendar year in which the payment is to be made based upon the Executive’s domicile
on the date of the event that triggers the Excise Tax. The determination of whether such Excise Tax is payable and the amount of
such Excise Tax shall be based upon the opinion of tax counsel selected by the Bank, subject to the reasonable approval of the
Executive. If such opinion is not finally accepted by the Internal Revenue Service, then appropriate adjustments shall be calculated
(with additional Gross Up determined based on the principals outlined in the previous paragraph, if applicable) by such tax counsel
based upon the final amount of Excise Tax so determined together with any applicable 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
of the year following the event that triggers the Excise Tax. Such compensation shall be payable in equal disbursements in accordance
with the Bank’s ordinary payroll policies and procedures.


 



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34.As used
in this Agreement, a “Change of Control” shall be deemed to have occurred in each of the following instances:


 


a.A
reorganization, merger, consolidation or other corporate transaction involving the Bank, in each case, with respect to which the
shareholders of the Bank’s holding company, Grand River Commerce, Inc. (“Company”), immediately prior to such
transaction do not, immediately after the transaction, own more than fifty percent (50%) of the combined voting power of the reorganized,
merged or consolidated Company’s then outstanding voting securities;


 


b.The
sale, transfer or assignment of all or substantially all of the assets of the Bank or Company to any third party.


 


c.The
acquisition by any individual, entity or “group,” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of voting securities of the Company where such acquisition causes any such Person to own twenty percent (20%) or more of the
combined voting power of the Company’s then outstanding capital stock then entitled to vote generally in the election of
directors; provided however, that a Change of Control shall not be deemed to have occurred if a Person becomes the beneficial owner
of twenty percent of the combined voting power of the Company’s then outstanding capital stock solely as a result of the
repurchase of voting securities by the Company.


 


d.During
any period of two consecutive years, the persons who were directors of the Bank immediately before the beginning of the two year
period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board of Directors; provided
that any individual becoming a director subsequent to the beginning of such two year period whose election, or nomination for election
by the Bank’s shareholders, was approved by at least two-thirds of the directors then comprising the Incumbent Directors
shall be considered as though such individual were an Incumbent Director unless such individual’s initial assumption of office
occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act).


 


Notwithstanding anything
contained herein to the contrary, if Executive’s employment is terminated and he reasonably demonstrates that such termination
was at the request of a third party who has indicated an intention of taking steps reasonably calculated to effect a Change of
Control and who effects a Change of Control, or such termination otherwise occurred in connection with, or in anticipation of,
a Change of Control which later actually occurs, then for all purposes hereof, a Change of Control shall be deemed to have occurred
on the day immediately prior to the date of such termination of his employment.


 



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H. SEVERANCE


 


35.Except
as otherwise expressly provided herein, if Bank terminates Executive’s employment for any reason other than Good Cause (as
defined in this Agreement), then Executive shall be entitled to severance pay in an amount not less than the base salary that
would have been due the Executive had he remained employed for twelve (12) months following termination. In the event that the
Executive is entitled to any payment under Section G, above, no payment shall be due under this Section H. Any severance pay due
to Executive pursuant to this Section H shall be paid in accordance with the terms of normal payroll procedure of the Bank.  


 


I. SEVERABILITY


 


36.If any
term or other provision of this Agreement is held to be illegal, invalid or unenforceable by any rule of law or public policy:
(A) such term or provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid
or unenforceable provision were not a part hereof; (B) the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement; and
(C) there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and still be legal, valid and enforceable. If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.


 


J. WAIVER


 


37.The parties
acknowledge and agree that the failure of either party to enforce any provision of this Agreement shall not constitute a waiver
of that particular provision, or of any other provisions of this Agreement.


 


K. SUCCESSORS AND
ASSIGNS


 


38.The Executive
acknowledges and agrees that this Agreement may be assigned by the Bank to any successor-in-interest and shall inure to the benefit
of, and be fully enforceable by, any successor and/or assignee; and this Agreement will be fully binding upon, and may be enforced
by the Executive against, any successor and/or assignee of the Bank.


 


39.The
Executive acknowledges and agrees that his obligations, duties and responsibilities under this Agreement are personal and shall
not be assignable, and that this Agreement shall be enforceable by the Executive only. In the event of the Executive’s death,
this Agreement shall be enforceable by the Executive’s estate, executors and/or legal representatives, only to the extent
provided herein.


 



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L. CHOICE OF LAW


 


40.THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION
AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF MICHIGAN, WITHOUT GIVING EFFECT TO PROVISION THEREOF
REGARDING CONFLICT OF LAWS. IT IS STIPULATED THAT THE STATE OF MICHIGAN HAS A COMPELLING STATE INTEREST IN THE SUBJECT MATTER OF
THIS AGREEMENT AND THAT THE EXECUTIVE HAS OR WILL HAVE REGULAR CONTACT WITH THE STATE OF MICHIGAN IN THE PERFORMANCE OF THIS AGREEMENT.


 


M. MODIFICATION


 


41.The parties
acknowledge and agree that this Agreement and the other agreements and plans referenced herein constitute the complete and entire
agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein;
that, in accepting employment with the Bank, the Executive has not relied on any representations, oral or written, which are not
set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions
of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement.
No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different
nature, unless expressly so stated in writing.


 


42.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 or supplement 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 party to be bound and (iv) in the case of the Bank, approved by a disinterested majority
of the Board of Directors.


 


N. INDEMNIFICATION


 


43.During
the term of this Agreement, the Bank shall indemnify the Executive against all judgments, penalties, fines, amounts paid in settlement
and reasonable expenses (including, but not limited to, attorneys’ fees) relating to his or her employment by the Bank to
the fullest extent permissible under the law. To the extent permitted by law, the Bank may purchase such indemnification insurance
as the Board of Directors may from time to time determine.


 


O. ARBITRATION


 


44.Any dispute,
controversy, or claim arising out of or relating to this Agreement or breach thereof, or arising out of or relating in any way
to the employment of the Executive or the termination thereof, shall be submitted to arbitration in accordance with the Employment
Dispute Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator 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 any provision of this Agreement, but instead is limited to interpreting this Agreement. Notwithstanding
the arbitration provisions set forth in this Agreement, the Executive and the Bank acknowledge and agree that nothing in this Agreement
shall be construed to require the arbitration of any claim or controversy arising under the NONINTERFERENCE provisions of this
Agreement. These provisions shall be enforceable by any court of competent jurisdiction and shall not be subject to this Paragraph
of the Agreement. The Executive and the Bank further acknowledge and agree that nothing in this Agreement shall be construed to
require arbitration of any claim for workers’ compensation or unemployment compensation.


 



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P. LEGAL CONSULTATION


 


45.Each
party acknowledges that it has carefully read this Agreement, that it has had an opportunity to consult with his attorney concerning
the meaning, import and legal significance of this Agreement, that it understands the terms of the Agreement, that all understandings
and agreements between Executive and the Bank relating to the subjects covered in this Agreement are contained in it, and that
it has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained
in this Agreement.


 


Q. MISCELLANEOUS


 


46.The Executive
shall make himself available, upon the request of the Bank, to testify or otherwise assist in litigation, arbitration, or other
disputes involving the Bank, or any of the directors, officers, employees, subsidiaries, or parent corporations of either, at no
additional cost during the term of this Agreement and at any time following the termination of this Agreement.


 


47.The Executive
shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the date of termination, or otherwise.


 


48.In the
event either party institutes arbitration or litigation to enforce or protect its rights under this Agreement, the prevailing party
in such arbitration or litigation shall be entitled, 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.


 


49.This
Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same Agreement.


 


50.The Bank
shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement.
The Executive or any successor-in-interest to the Executive shall be and remain simply a general creditor of the Bank in the same
manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be
an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA,
it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee
of the Bank for the purpose of qualifying this Agreement for the “top hat” plan exception under sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to
any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy
upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical examination and supplying
such additional information necessary to obtain such insurance or annuities.


 


51.When
a reference is made in this Agreement to a Paragraph or a Section, such references shall be to a Paragraph or a Section of this
Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall
not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes”
or “including” are used in this Agreement, 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 shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein 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 the context 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 is referred to herein mean such agreement or instrument as from time to time amended, modified or supplemented,
including by waiver or consent. References to a person are also to its permitted successors or assigns.


 



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52.Executive
represents that his service as an employee of the Bank will not violate any agreement: (i) he has made that prohibits him from
disclosing any information he she acquired prior to him becoming employed by the Bank; or (ii) he has made that prohibits him from
accepting employment with 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 to Bank any proprietary information or trade secrets
belonging to any previous employer. Executive acknowledges that the Bank has instructed him not to disclose to it any proprietary
information or trade secrets belonging to any previous employer.


 


R. NOTICES


 


53.All notices
and other communications required or permitted to be given or delivered hereunder or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given properly if (a) delivered personally, (b) delivered by a recognized
overnight courier service, (c) sent by United States mail, postage prepaid, or (d) sent by facsimile transmission followed by a
confirmation 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 (or at such other address for a party as shall be specified by like notice to
the other party):


 


If to the Bank:


 


Grand River Bank


4471 Wilson Avenue, SW


Grandville, MI 49418


616-929-1600


Attention: Robert P. Bilotti, Chairman


 


If to Executive:


 


Patrick K. Gill


3950 Brigadoon Court, SW


Byron Center, MI 49315


 


54.Any notice
or other communication given pursuant to this Agreement shall be effective (i) in the case of personal delivery, telex, facsimile
or scanned transmission, when received; (ii) in the case of mail, upon the earlier of actual receipt or five (5) business days
after deposit with the United States Postal Service, first class certified or registered mail, postage prepaid, return receipt
requested; and (iii) in the case of a recognized overnight courier service, one (1) business day after delivery to the courier
service together with all appropriate fees or charges and instructions for overnight delivery.


 


[signature page follows]


 



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[signature page to Employment Agreement]


 


 


 


EXECUTED AS OF THE
DATE FIRST WRITTEN ABOVE.


 


 


	 	 	EXECUTIVE
	 	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	WITNESS	 	Patrick K. Gill
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	BANK:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	 
	WITNESS	 	 	Robert P. Bilotti, Chairman


 








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