Exhibit 10.1


 


INDEMNIFICATION AGREEMENT


 


This
indemnification agreement (this “Agreement”) is made on                           ,
200 , by and between CoBiz Financial Inc., a Colorado corporation (the “Company”),
and                               
(“Indemnitee”).


 


RECITALS


 


A.            The Company desires to
attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve the Company and its subsidiaries.


 


B.            The Company and
Indemnitee both recognize the increased risk of litigation and other claims
routinely being asserted against directors and officers of public companies in
today’s environment, and the attendant costs of defending even wholly frivolous
claims.


 


C.            In recognition of
Indemnitee’s need for substantial protection against personal liability in
order to enhance Indemnitee’s service to the Company in an effective manner,
the Company wishes to provide in this Agreement for the indemnification of and
the advancing of expenses to Indemnitee to the fullest extent permitted by law and
as set forth in this Agreement, and, to the extent insurance is maintained, for
the continued coverage of Indemnitee under the Company’s directors’ and
officers’ liability insurance policies.


 


AGREEMENT


 


Accordingly,
the Company and Indemnitee agree as follows:


 


1.             Certain Definitions.  As used in this Agreement:


 


a.             A
“Change in Control” shall be deemed to have occurred if, on or after the date
of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under such Act), directly or indirectly, of securities of the Company
representing 20% or more of the total voting power represented by the Company’s
then outstanding Voting Securities, or (ii) during any period of two
consecutive years, individuals who at the beginning of that two-year period
constitute the Board of Directors of the Company and any new director whose
election by the Board of Directors or nomination for election by the Company’s shareholders
was approved by a vote of at least a majority of the directors then still in
office who either were directors at the beginning of the two-year period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority of the Board of Directors, or (iii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other entity, other than a merger or consolidation which would result
in the Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 50% of the total
voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the shareholders of the Company approve a plan of complete 


 

















 


liquidation of the Company or
an agreement for the sale or disposition by the Company in one transaction or a
series of transactions of all or substantially all the Company’s assets.


 


b.             “Charter
Documents” means the articles of incorporation of the Company and the bylaws of
the Company.


 


c.             “Disinterested
Director” means a director of the Company who is not a party to the Proceeding
in respect of which indemnification or advancement of Expenses is sought by
Indemnitee.


 


d.             “Expenses”
means all costs and expenses, including attorneys’ fees, paid or incurred in
connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing for an investigation or preparing to
defend, be a witness in or participate in any Proceeding relating to any
Indemnifiable Event and any federal, state, local or foreign taxes imposed as a
result of the actual or deemed receipt of any payments under the Agreement.


 


e.             “Indemnifiable
Event” means any event or occurrence related to the fact that Indemnitee is or
was a director, officer, employee, agent or fiduciary of the Company, or any
subsidiary of the Company, or is or was serving at the request of the Company
as a director, officer, partner, manager, member, employee, trustee, agent or
fiduciary of another corporation, partnership, limited liability company, joint
venture, employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by Indemnitee in any such capacity.


 


f.              “Independent
Counsel” means an attorney or firm of attorneys, selected in accordance with
the provisions of Section 5(c), who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than
with respect to matters concerning the rights of indemnity under this
Agreement, or of other indemnitees under similar indemnification agreements or
under the Charter Documents).


 


g.             “Liabilities”
means the obligation incurred with respect to a Proceeding to pay any judgment,
settlement, penalty, fine or reasonable Expense, including any excise taxes
assessed with respect to any employee benefit plan, and including all interest,
assessments and other charges paid or payable in connection with or in respect
of any such amounts.


 


h.             “Proceeding”
means any threatened, pending or completed action, suit or proceeding,
including any alternative dispute resolution mechanism, whether civil,
criminal, administrative or investigative, and whether formal or informal.


 


i.              “Voting
Securities” means any securities of the Company which are entitled to vote
generally in the election of directors.


 


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2.             Indemnification.


 


a.             The Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
Liabilities and Expenses arising out of or in connection with any Proceeding to
which Indemnitee was, is or becomes a party, or is threatened to be made a
party, by reason of, or arising in whole or part out of, an Indemnifiable
Event.


 


b.             To
the extent that Indemnitee has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, in
defense of any Proceeding, Indemnitee shall be indemnified against all Expenses
incurred by Indemnitee in connection therewith. 
If Indemnitee is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in any Proceeding, the Company
shall indemnify Indemnitee against all Expenses incurred by Indemnitee in
connection with each successfully resolved claim, issue or matter.


 


c.             To
the extent that Indemnitee is, by reason of an Indemnifiable Event, a witness
in any Proceeding to which Indemnitee is not a party, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by or on
behalf of Indemnitee in connection therewith.


 


d.             The
Company shall indemnify and hold Indemnitee harmless from any Expenses incurred
by or on behalf of Indemnitee to recover under any liability insurance policy
maintained by any person or entity for the benefit of Indemnitee in connection
with the performance of Indemnitee’s duties for or on behalf of the Company.


 


3.             Advancement of Expenses.  The Company shall advance any Expenses
incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding
within 20 days after receipt by the Company of a written request for
advancement of Expenses, which request may be delivered to the Company at such
time and from time to time as Indemnitee deems appropriate, whether prior to or
after the final disposition of any such Proceeding.  An advancement under this Section 3 will
not be made unless and until (a) Indemnitee submits to the Company a
request for advancement of Expenses in connection with any Proceeding which shall
include, or be accompanied or preceded by, (i) a written affirmation of
Indemnitee of Indemnitee’s good faith belief that Indemnitee has met any
applicable standard of conduct required under applicable law and (ii) an
undertaking by Indemnitee to reimburse the Company for all amounts advanced by
the Company pursuant to this Section 3 if it is ultimately determined that
Indemnitee is not entitled to be indemnified by the Company for such Expenses,
and (b) a determination is made, by those making the Company’s
determination of advancement (as such group is identified in the manner set
forth in Section 5(b) and Section 5(c) of this Agreement),
that the facts then known to those making such determination would not preclude
indemnification under applicable law or this Agreement.  Any such advances shall be made on an
unsecured basis and shall be interest free. 
Notwithstanding the foregoing, if Indemnitee seeks a judicial
adjudication or an arbitration pursuant to Section 9, Indemnitee shall not
be required to reimburse the Company pursuant to the undertaking described
above until a final determination (as to which all rights of appeal have been
exhausted or lapsed) has been made.


 


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4.             Exceptions.  Notwithstanding any other provision of this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement:


 


a.             To
indemnify or advance Expenses to Indemnitee with respect to Proceedings arising
out of acts, omissions or transactions for which Indemnitee is prohibited from
receiving indemnification under applicable law.


 


b.             To
indemnify or advance Expenses to Indemnitee with respect to Proceedings
initiated or brought voluntarily by Indemnitee and not by way of defense, including
defense through counterclaim or crossclaim, except (i) with respect to
actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or insurance policy
or under the Charter Documents now or hereafter in effect relating to Proceedings
for Indemnifiable Events, or (ii) in specific cases if the Board of
Directors of the Company has approved the initiation or bringing of such Proceeding
by a majority vote of the Disinterested Directors.


 


c.             To
indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to
any action instituted (i) by Indemnitee to enforce or interpret this
Agreement, if a court having jurisdiction over such action determines that each
of the material assertions made by Indemnitee as a basis for such action was
not made in good faith or was frivolous, or (ii) by or in the name of the
Company to enforce or interpret this Agreement, if a court having jurisdiction
over such action determines that each of the material defenses asserted by
Indemnitee in such action was made in bad faith or was frivolous.


 


d.             To
indemnify Indemnitee for Expenses, judgments, fines, penalties and the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.


 


e.             To
indemnify Indemnitee for Liabilities or Expenses arising from an administrative
or civil enforcement action commenced by a federal banking agency to the extent
prohibited by applicable laws or the regulations of such agency.


 


5.             Procedures for Notification and
Determinations.


 


a.             Indemnitee
shall notify the Company in writing as soon as reasonably practicable (i) after
being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or (ii) if the
Company has not been previously notified, after receipt of written notice of
any other matter with respect to which Indemnitee intends to seek
indemnification or advancement of Expenses under Section 2 and Section 3.
The failure by Indemnitee to so notify the Company will not relieve the Company
from any liability which it may have to Indemnitee (i) under this
Agreement except and only to the extent the Company can establish that such
omission to notify resulted in actual material prejudice to the Company or (ii) otherwise
than under this Agreement.  Indemnitee
may thereafter deliver to the Company a written request for indemnification
pursuant to this Agreement at such time and from time to time as Indemnitee
deems appropriate, which request shall also be deemed a request for advancement
of Expenses under Section 3.


 


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b.             Except
as otherwise provided pursuant to Section 2(b) and Section 2(c),
upon the final disposition of the matter that is the subject of the request for
indemnification delivered pursuant to Section 5(a), a determination shall
be made with respect to Indemnitee’s entitlement thereto in the specific case.  If a Change in Control shall not have
occurred, such determination shall be made (i) by a majority vote of
Disinterested Directors or of a committee of Disinterested Directors designated
by a majority vote of the Disinterested Directors (in either case, even though
less than a quorum of the Board of Directors) or (ii) if there are no
Disinterested Directors or the Disinterested Directors so direct, by
Independent Counsel. If a Change in Control shall have occurred, such determination
shall be made by Independent Counsel.  Any
determination made by Independent Counsel pursuant to this Section 5(b) shall
be in the form of a written opinion to the Board of Directors, a copy of which
shall be delivered to Indemnitee.  Indemnitee
shall reasonably cooperate with the person or persons making such determination
including providing to such person or persons upon reasonable advance request
any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
costs or expenses (including fees and expenses of counsel) incurred by
Indemnitee in so cooperating with the person or persons making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification), and the Company hereby
indemnifies and agrees to hold Indemnitee harmless from such costs and expenses.


 


c.             If
the determination is to be made by Independent Counsel, such Independent
Counsel shall be selected as provided in this Section 5(c). If a Change in
Control shall not have occurred, the Independent Counsel shall be selected by
the Board of Directors, and the Company shall give written notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected. If
a Change in Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors, in which event the preceding sentence shall
apply), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected. In either case, the party
receiving the notice may, within 10 days after receipt thereof, deliver to the
other a written objection to such selection; provided that such objection may
be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of “Independent Counsel” as defined in Section 1,
and the objection shall set forth with particularity the factual basis of such
assertion.  Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If a proper
and timely objection is made, the counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction (or, at Indemnitee’s option pursuant to Section 9, an
arbitration) has determined that such objection is without merit. If, within 20
days after receipt by the Company of a request for indemnification pursuant to Section 5(a),
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition a court of competent jurisdiction (or, at
Indemnitee’s option pursuant to Section 9, an arbitration) for resolution
of any objection which shall have been made to the selection of Independent
Counsel and/or for the appointment of another person as Independent Counsel,
and the person with respect to whom all objections are so resolved or the
person so appointed shall act as Independent Counsel. The Company agrees to pay
the reasonable fees and expenses of any Independent Counsel appointed pursuant
to this Section and to indemnify such person against any and all expenses,
claims, liabilities and damages arising out of or relating to 


 


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this Agreement
or its engagement pursuant hereto except for those arising from the Independent
Counsel’s gross negligence or willful misconduct.


 


d.             If
a determination as to Indemnitee’s entitlement to indemnification shall not
have been made pursuant to this Agreement within 60 days after the final
disposition of the matter that is the subject of the request for
indemnification, the requisite determination of entitlement to indemnification
shall be deemed to have been made in favor of Indemnitee (unless prohibited by
applicable law), and Indemnitee shall be entitled to such indemnification,
absent a misstatement of a material fact in the information provided by
Indemnitee pursuant to Section 5(a) and Section 5(b) or an
omission of a material fact necessary in order to make the information provided
not misleading; provided that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person or persons
making the determination in good faith requires such additional time to obtain
or evaluate any documentation or information relating thereto.


 


e.             If
it is determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within 10 days after such determination.


 


6.             Presumptions and Burdon of Proof.


 


a.             In
making any determination as to Indemnitee’s entitlement to indemnification
hereunder, Indemnitee shall be entitled to a presumption that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with Section 5(a), and the
Company shall have the burdens of coming forward with evidence and of
persuasion to overcome that presumption.


 


b.             The
termination of any Proceeding or of any claim, issue or matter therein by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not of itself create a presumption (i) that
Indemnitee did not act in good faith or in a manner reasonably believed to be
in or not opposed to the best interests of the Company, (ii) that with
respect to any criminal Proceeding, Indemnitee had reasonable cause to believe
that Indemnitee’s conduct was unlawful or (iii) that Indemnitee did not
otherwise satisfy the applicable standard of conduct to be indemnified pursuant
to this Agreement.


 


c.             For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of
account of the Company or the other entity for which Indemnitee’s service gave
rise to an Indemnifiable Event, including financial statements, or on
information supplied to Indemnitee by the officers of the Company or such other
entity in the course of their duties, or on the advice of legal counsel for the
Company or such other entity or on information or records given or reports made
to the Company or such other entity by an independent certified public
accountant, appraiser or other expert selected by the Company or such other entity,
unless Indemnitee has knowledge concerning the matter in question that makes
such reliance otherwise unwarranted.  The
provisions of this Section 6(c) shall not be deemed to be exclusive
or to limit in any way other circumstances in which Indemnitee may be deemed or
found to have met the applicable standard of conduct to be indemnified pursuant
to this Agreement.


 


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d.             The
knowledge or actions or failure to act of any other director, officer, employee
or agent of the Company or other entity, as applicable, shall not be imputed to
Indemnitee for purposes of determining Indemnitee’s right to indemnification
under this Agreement.


 


7.             Nonexclusivity; Subsequent Change in
Law.  The rights of Indemnitee
hereunder shall be in addition to any other rights Indemnitee may have from
time to time under the Charter Documents or the laws of the State of Colorado
or otherwise, and nothing contained in this Agreement shall derogate or limit
Indemnitee’s rights to indemnification as provided under the Charter Documents
or under applicable law. To the extent that a change in the laws of the State
of Colorado (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the Charter
Documents and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
such change. In the event of any change in any applicable law, statute or rule that
narrows the right of a corporation organized under the laws of the State of
Colorado to indemnify a member of its board of directors or an officer,
employee, agent or fiduciary, such change, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement, shall have
no effect on this Agreement or the parties’ rights and obligations hereunder.
If, and to the extent that, the Company determines to change its domicile or
jurisdiction of incorporation, the Company shall take such actions, in
connection therewith, to preserve, in all respects, the indemnity protections
and benefits provided to Indemnitee hereunder to the fullest extent permitted
under the laws of such new domicile or jurisdiction of incorporation.


 


8.             Contribution.  If the indemnification provided for in this
Agreement for any reason is held by a court of competent jurisdiction to be
unavailable to Indemnitee in respect of any Expenses or Liabilities referred to
herein, then the Company, in lieu of indemnifying Indemnitee, shall contribute
to the amount paid or payable by Indemnitee in respect of such Expenses or
Liabilities (a) in such proportion as is appropriate to reflect the
relative benefits received by the Company and Indemnitee from the action or
inaction which resulted in such Expenses or Liabilities, or (b) if the
allocation provided by clause (a) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (a) above but also the relative fault of the Company
and Indemnitee in connection with the action or inaction which resulted in such
Expenses or Liabilities, as well as any other relevant equitable
considerations.  The Company and
Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation or by
any other method of allocation that does not take account of the equitable
considerations referred to in this Section 8.


 


9.             Remedies of Indemnitee


 


a.             Indemnitee
shall be entitled to an adjudication (by a court of competent jurisdiction or,
at Indemnitee’s option, through an arbitration conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association) of any determination pursuant to Section 5(b) that
Indemnitee is not entitled to indemnification under this Agreement. Any such
adjudication shall be conducted in all respects as a de novo trial or
arbitration on the merits, and any prior adverse determination shall not be
referred to or 


 


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introduced
into evidence, create a presumption that Indemnitee is not entitled to
indemnification or advancement of expenses, be a defense or otherwise adversely
affect Indemnitee. In any such judicial proceeding or arbitration, the
provisions of Section 6 (including the presumption in favor of Indemnitee
and the burdens on the Company) shall apply.


 


b.             Indemnitee
shall also be entitled to an adjudication (by a court of competent jurisdiction
or, at Indemnitee’s option, through an arbitration as described above) of any
other disputes under this Agreement.


 


c.             If
a determination shall have been made pursuant to Section 5(b) that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 9, absent a misstatement of a material fact in the
information provided by Indemnitee pursuant to Section 5(a) or Section 5(b) or
an omission of a material fact necessary in order to make the information
provided not misleading.


 


d.             In
connection with any judicial proceeding or arbitration commenced pursuant to
this Section 9, the Company shall not oppose Indemnitee’s right to seek
such adjudication, shall be precluded from asserting that the procedures and
presumptions of this Agreement are not valid, binding or enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all of the provisions of this Agreement.


 


10.           Defense of Claims. The Company shall
be entitled to participate in any Proceeding at its own expense.  The Company shall not settle any Proceeding
in whole or in part which would impose any Expense, Liability or limitation on
Indemnitee without Indemnitee’s prior written consent, such consent not to be
unreasonably withheld.  Indemnitee shall
not settle any Proceeding in whole or in part which would impose any Expense,
Liability or limitation on the Company without the Company’s prior written
consent, such consent not to be unreasonably withheld.


 


11.           Attorney’s Fees.  In addition to any other rights or remedies
that Indemnitee may have under this Agreement, the Company shall reimburse
Indemnitee for all costs and expenses (including fees and expenses of counsel)
actually and reasonably incurred by Indemnitee or on his behalf in seeking
(whether through a judicial proceeding or arbitration or otherwise) to enforce this
Agreement.


 


12.           No Duplication of Payments. The
Company shall not be liable under this Agreement to make any payment in
connection with any Proceeding made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance policy, Charter
Document or otherwise) of the amounts otherwise indemnifiable hereunder.


 


13.           Liability Insurance. To the extent
the Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, Indemnitee shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any Company director or officer.


 


14.           Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) upon delivery if delivered by 


 


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hand to the party to whom such communication was directed or sent via
facsimile, with confirmation of receipt, or (b) on the third business day
after the date on which such communication was mailed if mailed by certified or
registered mail with postage prepaid.


 


If to Indemnitee, at the
address indicated on the signature page hereof.


 


If to the Company, to:


 


CoBiz Financial Inc.


821 17th Street


Denver, Colorado 80202


Facsimile: (303)       -           


Attention:


 


or to such
other address as may have been furnished to Indemnitee by the Company.


 


15.           Amendments; Waiver. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.


 


16.           Subrogation. In the event of payment
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights, except that the
Company shall not enforce any of such rights in any manner or at any time as
would prevent or delay payment to Indemnitee of all amounts owing to him or
prevent Indemnitee from making an assignment of such rights for the benefit of
creditors of the Company in connection with a bankruptcy filing.


 


17.           Binding Effect. This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses,
heirs, executors and personal and legal representatives, and any such successor
shall expressly assume, in written agreement in form and substance reasonably
satisfactory to Indemnitee, all of the Company’s obligations hereunder to the
same extent, and in substantially the same manner, as the Company prior to such
succession. This Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as a director or officer of the Company or of any other
enterprise at the Company’s request.


 


18.           Severability. If any provision of
this Agreement (including any provision within a single Section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable in any respect: (a) the validity and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired and shall remain
enforceable; (b) such provision or provisions shall be deemed to have been
reformed to the minimum extent necessary to conform to applicable law; and (c) to
the 


 


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fullest extent possible, the provisions of this Agreement (including each
portion of any Section, paragraph or sentence of this Agreement containing any
provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.


 


19.           Effective Date. This Agreement shall
be effective as of the date hereof and shall apply to any claim for
indemnification by Indemnitee on or after such date.


 


20.           Governing Law. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Colorado applicable to contracts made and to be performed in such state
without giving effect to the principles of conflicts of laws thereof. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 9,
the Company and Indemnitee each hereby irrevocably consent to the jurisdiction
of the courts of the State of Colorado, City and County of Denver for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement.


 


21.           Integration and Entire Agreement.
This Agreement sets forth the entire understanding between the parties hereto
and supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject matter
hereof between the parties hereto, except that this Agreement is in addition
to, and not in limitation of, the right of Indemnitee under any provisions on
the subject matter hereof contained in the Charter Documents.


 


22.           No Construction as Employment Agreement.
Nothing contained in this Agreement shall be construed as giving Indemnitee any
right to be retained in the employ of the Company or any of its subsidiaries or
affiliated entities.


 


Signature page follows.


 


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The Company
and Indemnitee are signing this Agreement as of the date set forth above.


 


	
   

  	
  COBIZ
  FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Facsimile:

  	
   

  
							



 


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