ex10-1.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     Exhibit
      10.1

    


    December
      26, 2007

    


    Mr.
      Tracy
      J. Scott

    BNCCORP,
      Inc.

    322
      East
      Main Street

    Bismarck
      ND  58501

    


    Re:           Retirement
      Agreement

    


    Dear
      Tracy:

    


    This
      letter agreement (the “Agreement”) confirms the terms that will govern
      your resignation, by reason of retirement, from your offices and employment
      with
      BNCCORP, Inc. (“BNC,” which for purposes of this Agreement includes all
      of its subsidiaries).

    


    1.  Retirement.
      You and BNC hereby confirm that you will retire effective as of the close of
      business on December 31, 2007 (“Retirement
      Date”).  Accordingly, you hereby irrevocably tender your
      resignation, as of the Retirement Date, as Chairman of the Board of BNC and
      (except for your position as a director of BNC) and from all positions and
      offices (including your position as a director of all subsidiaries, including
      BNC National Bank) you hold with BNC.  BNC hereby acknowledges your
      retirement and accepts your resignations effective as of the Retirement Date.
      Subject to the execution in good faith by BNC’s Board of Directors of its
      fiduciary duties, BNC agrees that the Board shall nominate you for re-election
      at BNC’s 2009 annual meeting of stockholders as a director of
      BNC.  Following the Retirement Date and thereafter for so long as you
      remain a director, you will receive the same compensation as other outside
      non-employee directors of BNC.  BNC will make a public announcement on
      or promptly following the date hereof, in a mutually acceptable form, regarding
      your retirement.

     

    2.  Compensation.  Following
      the Retirement Date through December 31, 2011, you will be paid an aggregate
      of
      $1,125,000 (subject to any applicable withholding) in equal
      semi-monthly  installments in recognition of your founding of BNC, and
      of your years of prior service.

     

    3.  Retirement
      Benefits.

     

    (a)  Following
      the Retirement Date and through December 31, 2011, BNC will continue your
      participation in its group health plan on the same terms as you enjoyed prior
      to
      the Retirement Date (other than any changes in the plan cost, terms and benefits
      that are applicable to all participants).  If BNC is unable to
      continue your participation due to requirements of the plan administrator or
      re-insurer, BNC will make alternative arrangements to provide you with
      alternative coverage substantially the same as you currently have, through
      December 31, 2011.

     

    (b)  Following
      the Retirement Date and through December 31, 2011, BNC will continue to make
      available to you the current BNC vehicle that you have on the same terms as
      you
      enjoyed prior to the Retirement Date.

     

    (c)  Following
      the Retirement Date and through December 31, 2011, BNC will continue to provide
      you with the use of an appropriate office in consideration of your past position
      but subject to BNC’s continued availability to provide such
      office.  Notwithstanding the foregoing, BNC agrees that until December
      31, 2009, you may continue to use your present office.

     

    4.  Status
      of Other Benefits.  Except as expressly provided hereinabove, your
      eligibility to participate in any of BNC’s employee benefit plans or programs
      ceases on or after the Retirement Date in accordance with the terms and
      conditions of each of those benefit plans and programs and your rights to
      benefits under any of the employee benefit plans or programs, if any, are
      governed by the terms and conditions of each of those employee benefit plans
      and
      programs.

     

    5.  Non-Compete.  In
      accordance with the terms of the Employment Agreement between BNC and you,
      you
      agree that the non-competition provision contained in Section 7 thereof shall
      continue to be applicable after the Retirement Date in accordance with its
      terms. You also agree that thereafter you shall continue to comply the
      provisions of Section 7 as long as you are serving as a director and receiving
      payments and benefits from BNC under this Agreement.

     

    6.  Miscellaneous.

     

    (a)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of North Dakota.

     

    (b)  This
      Agreement sets forth all the consideration to which you are entitled by reason
      of your retirement and resulting termination of your employment, and you agree
      that you shall not be entitled to or eligible for any payments or benefits
      under
      any other Company severance, bonus, retention or incentive policy, arrangement
      or plan.

     

    (c)  This
      Agreement constitute the entire agreement between us with respect to the subject
      matter hereof and, except as expressly provided therein, supersede all prior
      agreements with respect to any related subject matter.  This Agreement
      and all rights and obligations hereunder are personal to BNC and you and shall
      not be assignable, except in your case in accordance with the laws of descent
      and distribution.

     

    If
      you
      agree to these terms, please sign and date below and return this
      Agreement.  This Agreement may be executed in counterparts and/or by
      facsimile transmission, each of which shall be deemed to be an original but
      all
      of which together shall constitute one and the same instrument.  The
      execution of this Agreement may be by actual or facsimile
      signature.

    


    Sincerely,

    


    BNCCORP,
      INC.

    


    


    By:     /s/
      Gregory K.
      Cleveland    

                            Gregory
      K. Cleveland

    President
      and Chief Executive
      Officer

    


    ACCEPTED
      AND AGREED:

     

    /s/
      Tracy J. Scott    

            Tracy
      J.
      Scott

    


    


    Dated:  December
      26, 2007