**Exhibit 10.21**

 

**AMENDEDAND RESTATED**

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**EXECUTIVESPLIT DOLLAR**

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**LIFEINSURANCE PLAN AND AGREEMENT**

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**Between**

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**COBIZBANK AND «EMPLOYEE_FIRST» «EMPLOYEE_MIDDLE» «EMPLOYEE_LAST»**

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THIS AMENDED AND RESTATED EXECUTIVE SPLIT DOLLARLIFE INSURANCE AGREEMENT (this “Agreement”) is made and entered into as of thethirty-first day of December, 2007 (the “Effective Date”), by and between COBIZBANK, a state banking association having its principal place of business at 82117th Street, Denver, CO 80202 (the “Corporation”), and «EMPLOYEE_FIRST»«EMPLOYEE_MIDDLE» «EMPLOYEE_LAST», (the “Employee”) and replaces in itsentirety that certain Executive Split Dollar Life Insurance Agreement by andbetween the Corporation and the Employee dated March1, 2004 (the “OriginalAgreement”).

 

***Recitals***

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# A.            The Employee and the Corporationentered into the Original Agreement and now desire to amend and restate thesame in its entirety in accordance with Section 20[a] thereof.

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# B.            The Employee remains a valued memberof a select group of management employees of the Corporation, and theCorporation wishes to assist the Employee with «Gender_Pronoun» personal lifeinsurance program while the Employee remains in the employ of the Corporation.

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# C.            The Employee wishes to provide lifeinsurance protection for «Gender_Pronoun» family in the event of«Gender_Pronoun» death, under one or more policies of life insurance insuring«Gender_Pronoun» life (collectively, the “Policies” and individually a “Policy”),which policy or policies have been issued by the insurer or insurers identifiedon the attached Schedule A (collectively, the “Insurers” and individually an “Insurer”).

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# D.            The Corporation wishes to offer aninducement to the Employee to remain in the employ of the Corporation in theform of an arrangement under which the Corporation will pay the premiums due onthe Policies, a portion of the death benefits under which will be paid to thebeneficiary or beneficiaries designated by the Employee, as an additionalemployment benefit for the Employee, provided that the Corporation shall be theowner of the Policies and, as such, shall possess all incidents of ownership inand to the Policies, and that all benefits under this Agreement shall terminatecoincident with the Employee’s separation from service.

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***Terms of Agreement***

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Therefore, in consideration of the mutual promisesset forth below, the parties agree as follows:

 

## *Section 1.              Definitions*.  For purposes ofthis Agreement, the following terms shall have the meanings specified:

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### [a]                                  *“Affiliate”*shall mean any entity that directly or indirectly controls, or is controlledby, or is under common control of the Corporation. For these purposes, “control”means [*i*] for corporate entities, direct orindirect ownership of 20 percent or more of the stock or shares entitled tovote for the election of the board of directors; and, [*ii*]for non-corporate entities, direct or indirect ownership of 20 percent or moreof the equity interests.

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### [b]                                 *“Employee’s Beneficiaries”* shall mean the person or persons designated by the Employeeunder Section 3 as being entitled to receive the Employee Death Benefit,provided that, to the extent that the Employee fails to designate any suchperson or persons under Section 3, then the “Employee’s Beneficiaries”shall mean, in the following order of priority, the Employee’s [*i*] spouse, [*ii*] linealdescendants, [*iii*] parents, or [*iv*] estate.

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### [c]                                  *“Employee Death Benefit”* shall mean that portion of proceeds of the Policies payableunder Section 4[a] to the Employee’s Beneficiaries in the event of theEmployee’s death.

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### [d]                                 *“Includible Compensation”* shall mean the base compensation for service to theCorporation or an Affiliate of the Corporation that is paid to the Employee inthe form of wages or salary currently includible in the Employee’s gross incomefor federal income tax purposes, but such term shall not include overtimepayments, bonuses, commissions, contributions to employee benefit or welfareplans, fringe benefits, director’s fees, or any amount includible in theEmployee’s income by virtue of this Agreement.

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### [e]                                  *“Net Amount at Risk”* with respect to the Employee under the Policies shall meanthe difference between the total death benefit and the cash value of thePolicies with respect to the Employee.

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### [f]                                    *“Plan Administrator”* shall have the meaning assigned to such term in Section 14.

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## *Section 2.              PolicyOwnership*.  The Corporation shall purchase the Policiesfrom the Insurers in such total face amounts as the Corporation shall determineto be advisable and as shall permit the Corporation to satisfy its obligationsunder this Agreement.  The parties agreethat they will take all necessary action to cause the Insurers to issue thePolicies and shall take such further action as may be necessary to cause thePolicies to conform to the provisions of 

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## thisAgreement.  The parties agree that thePolicies shall be subject to the terms and conditions of this Agreement and ofany endorsement to the Policies filed with each Insurer.  The Corporation shall be the sole andabsolute owner of the Policies and may exercise all ownership rights granted tothe owner under the terms of the Policies, except as may otherwise bespecifically provided in this Agreement.

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## *Section 3.              BeneficiaryDesignations*.

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### [a]           *Employee*.  From time to time on or after the EffectiveDate, the Employee may designate the person or persons to receive the EmployeeDeath Benefit, by specifying the same in a written notice delivered to theCorporation in a form substantially similar to that attached as Schedule B.Upon receipt of such notice (or within ten days after the date that anyprevious written notice becomes ineffective for any reason), the Corporationshall execute and deliver to the Insurers such forms as may be necessary todesignate the Employee’s Beneficiaries as being the beneficiary orbeneficiaries of the Policies in an amount equal to the Employee Death Benefit.During the term of this Agreement, the Corporation shall not terminate, alteror amend any such beneficiary designation without the express written consentof the Employee.

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### [b]           *Corporation*.  Contemporaneously with the execution of thisAgreement. the Corporation has executed a beneficiary designation form for eachPolicy, using the form required by the applicable Insurer for suchdesignations, for the balance of the proceeds of the Policies in excess ofEmployee Death Benefit.

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## *Section 4.              Paymentof Policy Proceeds*.  In the event of the death of the Employeewhile this Agreement and the Policies remain in effect, the death benefit, ifany, payable under the Policies on account of the death of the Employee shallbe paid as follows:

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### [a]           *To the Employee’ sBeneficiaries*.  An amountequal to the lesser of

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#### *[i]**                                *125 percent ofthe Employee’s Includible Compensation for the most recent calendar year; and

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#### *[ii]**                            *the Net Amountat Risk with respect to the Employee under the Policies,

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shall be paid directly by the Insurers to theEmployee’s Beneficiaries, in the manner and at such time or times as may beprovided in the death benefit payment provisions of such Policies.

 

### [b]           *Balance to the Corporation*.  The balance of any such death benefit,reduced by any indebtedness against such Policy existing at the death of theEmployee (including any interest due on such indebtedness), shall be paid tothe Corporation.

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## *Section 5.              SettlementOptions*.  As to their respective shares, theCorporation and the Employee’s Beneficiaries may select any settlement optionprovided in the Policies at the time of distribution.

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## *Section 6.              PolicyDividends*.  To the extent an Insurer declares dividendson a Policy, the Corporation shall have the right to choose the option orcombination of options it 

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## desiresfrom among those offered by the Insurer. The Corporation shall notify the Insurer of its choice.

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## *Section 7.              PremiumPayments*.  On or before the due date of each Policypremium, or within the grace period provided under such Policy, the Corporationshall pay the full amount of the premium with respect to such Policy to theapplicable Insurer.

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## *Section 8.              Noticeto Employee of Taxable Cost*.  The Corporation shall cause each Insurer tofurnish to the Plan Administrator and shall cause the Plan Administrator tofurnish the Corporation an annual report which shall include a statement of theamount of compensation reportable by the Employee as taxable economic benefitcost for federal and state income tax purposes, as a result of the Corporation’spayment of the premium on each Policy.  EachInsurer shall represent to the Corporation that it shall use for such purposessuch premium factors as may be authorized by and consistent with such guidanceas the Internal Revenue Service may publish from time to time and as shallresult in the least amount of such premiums being includible in the Employee’staxable income for federal and state income tax purposes.

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## *Section 9.              ProcedureUpon Employee’s Death*.  Upon the death of the Employee, while anyPolicy and this Agreement are in force, the Corporation shall promptly take allreasonable action requested by the Employee’s Beneficiaries to obtain paymentof the Employee’s Death Benefit.

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## *Section 10.            PolicyLoans*.  The Corporation may pledge or assign anyPolicy, subject to the terms and conditions of this Agreement, for the solepurpose of securing a loan from the applicable Insurer or from a thirdparty.  The amount of such loan,including accumulated interest, shall not exceed the lesser of [a] the amountof the premiums on the Policy paid by the Corporation pursuant to thisAgreement, or [b] the cash surrender value of the Policy (as determined by theInsurer) as of the date through which premiums have been paid.  Interest charges on such loan shall be paidby the Corporation.

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*Section 11*.            *Termination*.  The termof this Agreement shall begin on the Effective Date and shall terminate,without notice or penalty to the Corporation, upon the first to occur of thefollowing events:

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### [a]                                  The total cessation of the business of the Corporation;

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### [b]                                 The bankruptcy, receivership or dissolution of theCorporation;

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### [c]                                  The Employee’s separation from service with the Corporation;and

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### [d]                                 The performance of this Agreement’s terms following thedeath of the Employee.

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### Under no circumstances shall theCorporation provide any benefit of life insurance coverage hereunder after theEmployee’s separation from service with the Corporation.

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## *Section 12.            Effectof Termination*.  Upon the termination of this Agreement, theEmployee and the Employee’s Beneficiaries shall have no rights to or interestin any Policy 

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## or anyamounts payable with respect to any Policy under either this Agreement or anysuch Policy, and the Corporation shall be entitled to change the beneficiarydesignation of each Policy otherwise governing (but for such termination) thepayment of the Employee Death Benefit, naming itself or any other person orentity as revocable beneficiary thereof, and to exercise any other ownershiprights in and to the Policies, without regard to the provisions of thisAgreement.

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## *Section 13.            Natureof Employee’s Interest; Prohibition Against Assignment*.  All amounts payableto the Employee’s Beneficiaries as described in this Agreement shall be payablesolely from the death benefit proceeds of the Policies paid by the Insurers,and nothing in this Agreement shall be construed to give the Employee or theEmployee’s Beneficiaries any right, title, interest, or claim in or to anyspecific asset, fund, reserve, account, or property of any kind whatsoeverowned by the Employer or in which it may have any right, title, or interest nowor in the future, other than the death benefit proceeds of the Policies paid bythe Insurers.  Neither the Employee northe Employee’s Beneficiaries shall have any right to anticipate, transfer, orencumber any part of such person’s interest under this Agreement or thePolicies.

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## *Section 14.            Designationof Plan Administrator*.  Financial Designs, Ltd. is hereby designatedas the Plan Administrator of this Agreement. The Corporation delegates to the Plan Administrator, and the PlanAdministrator shall be responsible for, the general administration of thisAgreement, including the authority to receive all beneficiary designationsdescribed in Section 3[a], and the authority to make any and all decisionspertaining to the initial granting or denial of benefit claims.  The Corporation reserves the right at anytime to designate an alternate or successor Plan Administrator without theEmployee’s consent by delivering written notice to the Employee.  The Corporation is hereby designated as thenamed fiduciary of this Agreement for purposes of the Employee RetirementIncome Security Act of 1974, as amended, and shall be responsible for itsoverall supervision and management, all questions relating to theinterpretation of this Agreement and all decisions pertaining to the review ofdenials of benefit claims.

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## *Section 15.            ClaimsProcedure*.

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### [a]           *Filing a Claim forBenefits*. Any beneficiary of a Policy shall make a claim for thebenefits provided under such Policy and this Agreement by contacting the PlanAdministrator at the following address:

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Financial Designs, Ltd.

1775 Sherman Street, Suite 1800

Denver, Colorado 80203

Telephone: 303-832-6100

Facsimile: 303-832-7100

 

Upon receipt of any such claim, the PlanAdministrator shall contact the applicable Insurer and take all reasonable andnecessary actions to assist the beneficiary of such Policy under this Agreementin filing a claim.

 

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### [b]           *Claim Denial*.  With respect to a claim for benefits under aPolicy, the applicable Insurer shall be the entity that reviews and makesdecisions on claim denials according to the terms of the Policy.

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### [c]           *Notification to Claimantof Decisions*.  Within 90 daysafter the filing of a claim, the applicable Insurer shall notify the claimantin a written instrument that meets the requirements of Section 15[d]below, whether the claim is upheld or denied in whole or in part or shall furnishthe claimant a written notice describing the specific circumstances requiring aspecified amount of additional time (but not more than 180 days from the datethe claim was filed) to reach a decision on the claim.

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### [d]           *Content of Notice*.  The Insurer shall provide, to any claimantwho is denied a claim for benefits, written notice setting forth, in a mannercalculated to be understood by the claimant, the following:

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##### [1]                                  The specificreason or reasons for the denial;

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##### [2]                                  Specificreference to pertinent Policy provision or provisions of this Agreement onwhich the denial is based;

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##### [3]                                  A descriptionof any additional material or information necessary for the claimant to perfectthe claim and an explanation of why such material or information is necessary;and

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##### [4]                                  An explanationof the Agreement’s claim review procedure, as set forth in Sections 15 [d] and[e] below.

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### [e]           *Claims Review Procedure*.  The purpose of the review procedure set forthin this Section 15[e] and the following Section 15[f] is to provide amethod by which a claimant under a Policy may have a reasonable opportunity toappeal and obtain a full and fair review of the denial of a claim. Toaccomplish that purpose, the claimant or «Gender_Pronoun» duly authorizedrepresentative:

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##### [1]                                  May requesta review upon written application to the Insurer;

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##### [2]                                  May reviewpertinent Policy and Agreement documentation as provided in Section 18;and

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##### [3]                                  May submitissues and comments in writing.

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A claimant or «Gender_Pronoun» duly authorizedrepresentative shall request a review by filing a written application forreview at any time within 60 days after receipt by the claimant of writtennotice of the denial of the claim.

 

### [f]            *Decision on Review*.  A decision on review of a denial of claimshall be made in the following manner:

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##### [1]                                  The decision onreview shall be made by the Insurer, which may, in its discretion, hold ahearing on the denied claim. The Insurer shall make its decision promptly,unless special circumstances (such as the need to hold a hearing) require anextension of time for processing, in which case a decision shall be rendered assoon as possible, but no later than 120 days after receipt of the request forreview.

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##### [2]                                  The decision onreview shall be in writing and shall include specific reasons for the decision,written in a manner calculated to be understood by the claimant, and includespecific references to the pertinent Policy or provisions of this Agreement onwhich the decision is based.

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## *Section 16.            NoContract of Employment*.  Neither the terms of this Agreement nor thebenefits provided in accordance with this Agreement shall in any way be deemedto constitute a contract for the employment of the Employee.  The terms of this Agreement shall not giveany employee the right to be retained in the employment of the Corporation.

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## *Section 17.            FringeBenefit Only*.  The benefits provided by this Agreement are afringe benefit only.  The Employee shallhave no option to receive cash from the Corporation in lieu of the benefitsprovided under this Agreement.  Suchbenefits are not being provided in lieu of a raise or bonus, or as part of asalary reduction program.  No suchbenefit shall be treated as compensation for purposes of any retirement plan ofthe Corporation or any Affiliate of the Corporation.  The Corporation has no obligation to provideany benefit to the Employee aside from the designation of beneficiaries undersuch Policies as provided herein, including but without limitation, noobligation to the Employee in the case of any Insurer’s default under suchPolicies or any Insurer’s bankruptcy or other such event that results in thenonpayment of amounts owed under any Policy.

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## *Section 18.            PolicyReview*.  A copy of the Policy and this Agreement maybe reviewed by the Employee, «Gender_Pronoun» Beneficiaries or «Gender_Pronoun»assignees during normal working hours at the following address:

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FinancialDesigns, Ltd.

1775Sherman Street, Suite 1800

Denver,Colorado 80203

 

A copy of the Policy and this Agreement may beobtained by the Employee, «Gender_Pronoun» Beneficiaries or «Gender_Pronoun»assignee at a reasonable cost to such person.

 

## *Section 19.            NoAmendment or Termination Following Change of Control*.  Notwithstanding anyother provision of this Agreement to the contrary, during the five yearsfollowing the date of a Change of Control with respect to the Corporation, thisAgreement may not be terminated and the provisions of this Agreement may not beamended in any manner that would adversely affect the rights, expectancies, orbenefits of the Employee or the Employee’s Beneficiaries unless the Employeeconsents in writing to such termination or amendment.  The 

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## Corporationshall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the common stock orassets of the Corporation expressly to assume all of the liabilities andobligations of the Agreement.

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For the purpose of this Section, a “Change ofControl” shall mean any of the following events:

 

### [a]                                  the acquisition by any person or group of beneficialownership of  20 percent or more ofeither the then outstanding stock or the combined voting power of the thenoutstanding voting securities of the Corporation entitled to vote generally inthe election of directors, except that *(i)* nosuch person or group shall be deemed to own beneficially *(a)* anysecurities acquired directly from the Corporation pursuant to a writtenagreement with the Corporation, or *(b)* anysecurities held by the Corporation or a subsidiary (as defined below) or anyemployee benefit plan (or any related trust) of the Corporation or a subsidiary(as defined below), and *(ii)* noChange of Control shall be deemed to have occurred solely by reason of any suchacquisition by a corporation with respect to which, after such acquisition,more than 60 percent of both the then outstanding common shares of suchcorporation and the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election ofdirectors are then beneficially owned, directly or indirectly, by the personswho were the beneficial owners of the stock and voting securities of theCorporation immediately before such acquisition;

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### [b]                                 individuals who, as of the Effective Date, constitute theBoard of  Directors of the Corporation(the “Incumbent Directors”) cease for any reason to constitute at least amajority of the Board of Directors of the Corporation; provided that anyindividual who becomes a director after the Effective Date whose election, ornomination for election by the Corporation’s stockholders was approved by avote or written consent of at least two-thirds of the directors then comprisingthe Incumbent Directors shall be considered as though such individual were anIncumbent Director, but excluding, for this purpose, any such individual whoseinitial assumption of office is in connection with an actual or threatenedelection contest relating to the election of the directors of the Corporation(as such terms are used in Rule 14a-11 under the Securities Exchange Actof 1934, as amended (“1934 Act”); or

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### [c]                                  approval by the stockholders of the Corporation of *(i) *a merger, reorganization or consolidation withrespect to which the individuals and entities who were the respectivebeneficial owners of the stock and voting securities of the Corporationimmediately before such merger, reorganization or consolidation do not, aftersuch merger, reorganization or consolidation, beneficially own, directly orindirectly, more than 60 percent of, respectively, the then outstanding commonshares and the combined voting power of the then outstanding voting securitiesentitled 

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### to vote generally in the election ofdirectors of the Corporation resulting from such merger, reorganization orconsolidation, *(ii)* a liquidation ordissolution of the Corporation or *(iii)* thesale or other disposition of all or substantially all of the assets of theCorporation.

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### [d]                                 For purposes of this definition, “person” means such term asused in Securities Exchange Commission (“SEC”) Rule 13d-5(b) underthe 1934 Act; “beneficial owner” means such term as defined in SEC Rule 13d-3under the 1934 Act; “group” means such term as defined in Section 13(d) ofthe 1934 Act; “subsidiary” means a corporation as defined in Section 425(f) ofthe Internal Revenue Code of 1986, as amended (“Code”) with the Corporation beingtreated as the employer corporation for purposes of this definition ofsubsidiary; and “stock” means the common stock of the Corporation.

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## *Section 20.            GeneralProvisions*.

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### [a]           *Amendment*.  This Agreement may not be amended, altered ormodified, except by a written instrument signed by the parties hereto, or theirrespective successors or assigns, and may not be otherwise terminated except asspecifically provided elsewhere in this Agreement; provided, however, that theCorporation unilaterally may amend this Agreement by providing notice to theEmployee of such amendment in order to modify the terms of the Agreement tocomply with law, as may reasonably be determined by the Corporation based onnew statutes, regulations, administrative pronouncements, cases, or othergovernmental guidance, and the Corporation may make any other amendment to thisAgreement by providing notice to the Employee of such amendment to the extentthat such amendment does not materially alter the rights of the Employeehereunder.

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### [b]           *Continuation*.  This Agreement shall be binding upon andinure to the benefit of the Corporation and its successors and assigns, and theEmployee, «Gender_Pronoun» successors, assigns, heirs, executors,administrators and beneficiaries.

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### [c]           *Notice*.  Any notice, consent or demand required orpermitted to be given under the provisions of this Agreement shall be inwriting, and shall be signed by the party giving or making the same.  If such notice, consent or demand is mailedto a party hereto, it shall be sent by United States mail, postage prepaid,addressed to such party’s last known address as shown on the records of theCorporation.  The date of such mailingshall be deemed the date of notice, consent or demand.

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### [d]           *Governing Law*.  This agreement, and the rights of the partieshereunder, shall be governed by and construed in accordance with the laws ofthe State of Colorado.

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### [e]           *Headings &Severability*.  Headings at thebeginning of sections are for convenience of reference, shall not be consideredpart of this Agreement, and shall not influence its construction.  The provisions of this Agreement shall beconstrued as a whole in such manner as to carry out the provisions thereof andshall not be construed separately without relation to the context.  Notwithstanding anything to the contrary, ifany provision of this Agreement shall be 

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### heldillegal or invalid for any reason, such determination shall not affect theremaining provisions of this Agreement.

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### [f]            *Interpretation*.  Full power and authority to construe,interpret and administer this Agreement is vested in the Corporation.  Any interpretation of the Agreement by theCorporation or any administrative act by the Corporation will be final and bindingon the Employee.

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### [g]           *Compliance with Code Section 409A*.  The provisions of this Agreement shall beread consistent with Code Section 409A and the final regulations issuedthereunder.  To the extent any provisionof this Agreement would result in taxation under Code Section 409A(a)(1)(A),such provision shall have no effect.  Tothe extent applicable, the Corporation may not accelerate the payment ofbenefits provided under this Agreement except as expressly permitted under CodeSection 409A and the final regulations issued thereunder.

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### [h]           *Economic Benefit TaxTreatment*.  This Agreement shall be interpreted andenforced to comply with the split dollar final regulations so that it istreated as an economic benefit transaction for tax purposes in which, at alltimes, the only economic benefit to Employee shall be the value of the currentlife insurance protection attributable to naming the beneficiary under thePolicy.  Employee shall not have anycurrent access to the Policy’s cash values within the meaning of the splitdollar final regulations or any other economic benefit other than the cost ofcurrent life insurance protection.

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### [i]            *No Anticipation orAlienation*.  The Employee’srights under this Agreement shall not be subject in any manner to anticipation,alienation, sale, transfer, assignment, pledge, encumbrance, charge,garnishment, execution or levy of any kind.

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### [j]            *Entire Agreement*. This Agreement constitutes the entireagreement between the parties hereto pertaining to the subject matter hereofand supersede all prior or contemporaneous understandings, negotiations ordiscussions, whether oral or written of the parties hereto.

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### [k]           *Counterparts*.  This Agreement may be executed in severalcounterparts, but all of which together shall constitute one and the sameAgreement. This Agreement may be signed and delivered by facsimile and any suchsignature shall be deemed an original.

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IN WITNESS WHEREOF, the parties have executed thisAgreement, in duplicate, as of the day and year first above written.

 

COBIZ BANK

 
| Dated: |   |   | By:    |   |
|--------|--------|--------|--------|--------|
|   |   |   |   |   |   |   |   |
| Dated: |   |   |   |
|   |   |   |   |   | «Employee_first»  «Employee_middle» |
|   |   |   |   |   | «Employee_last» |
|   |   |   |   |   |   |   |   |

 

 

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