Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of
this 1st day of August, 2009, by and between Solera
National Bank, a national banking association (“Bank”), Solera National Bancorp.
Inc, the Bank Holding Company, (“Company or Bank”) and Douglas Crichfield, an
individual resident of the State of Colorado (“Executive”).


 


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 Chief Executive Officer of the
Bank, and the Chief Executive Officer of Solera National Bancorp, Inc. 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.             This Agreement
shall become effective as of August 1, 2009 (the “Effective Date”), and
subject to Paragraph 2 below, will expire and terminate by its own terms three
years after the Effective Date, unless earlier terminated as provided herein.


 


2.             Both the Bank and
the Executive acknowledge and agree that the parties may agree to continue the
employment relationship on the same terms and conditions as set forth
herein.  Following the initial three (3) year
term, unless either party gives written notice ninety (90) days prior to the
end of such initial three (3) year term, this Agreement shall
automatically renew annually for an additional one (1) year term unless
otherwise terminated as set forth 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 $175,000 annually, appropriately prorated for partial months at the
commencement and end of the term of this Agreement.  Additionally, the Bank may pay the Executive
a bonus when and on terms and conditions as set forth in Exhibit A.  Executive is also hereby granted options to
purchase up to 40,000 shares of common stock of the Company for an exercise
price equal to the fair market value per share (the pubic trading price) on the
close of the market on the date this Agreement is executed (the “Options”).  The Options shall vest monthly over the next
four (4) years (approximately 833 shares per month).  All other terms and conditions of the
Options, not otherwise set forth herein, shall be governed by the Stock Option
Plan of the Company, attached hereto and incorporated herein as Exhibit B.


 


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b.             The
Bank shall have the right to deduct from any payment of compensation to the
Executive hereunder any federal, state or local taxes required by law to be
withheld with respect to such payments and any other amounts specifically
authorized to be withheld or deducted by the Executive.


 


4.             The Bank 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 a person designated by
the Board of Directors to verify such expenses prior to any reimbursements in
accordance with the Bank’s expense policy.


 


5.             If, during the term
of this Agreement, the Bank adopts a plan providing life insurance benefits to
other Bank employees, 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.


 


6.             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
consider increases to such base salary as a result of such review.  Increases, if any,  would be designed to provide reasonable base
salary 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 and bonuses shall not be less than the
amounts set forth in Paragraph 3 at any time during the term of this
Agreement; provided, however, in the event that the Bank’s performance (i.e. as
demonstrated by asset growth, profitability or other measure of performance as
set forth above ) does not support the continued payments of the amounts set
forth in Paragraph 3 then the Board of Directors shall have the discretion
to reduce those amounts in order to strengthen such performance.


 


7.             Executive shall be
entitled to receive employee and dependent health insurance, dental insurance,
paid sick leave and four (4) weeks of paid vacation per year, and any
additional benefits provided to all Bank employees.  The Bank also shall provide the Executive
with term life insurance coverage at the Bank’s expense in an initial amount of
2.00 times the Executive’s annual base salary, and having a term not less than
one year, which life insurance benefit will be provided only for so long as the
Executive is employed by the Bank.  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.  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.


 


8.             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.


 


B.  RESPONSIBILITIES


 


9.             The Executive shall
be employed as the Chief Executive Officer of the Bank and shall faithfully
devote best efforts and primary focus to the position(s) with the Bank.


 


10.           The Executive
acknowledges and agrees that the duties and responsibilities of the Executive
required by the position are wholly within the discretion of the Board of
Directors, and may be 


 


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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 position in a
financial institution.


 


11.           The Executive
acknowledges and agrees that, during the term of this Agreement, he has a
fiduciary duty of loyalty to each of the Bank and the 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.


 


C.  NONINTERFERENCE, CONFIDENTIALITY AND
NON-COMPETITION


 


12.           The Executive
acknowledges that, as part of his employment with the Bank, he will become
familiar with the salary, pay scale, capabilities, experience and, skill 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 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.


 


13.           In his 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, until such time
as such Proprietary Information becomes generally known to the public other
than pursuant to a breach of this Paragraph 16 by the Executive.  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 Executive’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.


 


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 own behalf, or as another’s agent
or employee, engage in any of the same or 


 


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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 any
corporate opportunity available to the Bank.


 


15.           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.


 


16.           The Executive
acknowledges that the special relationship of trust and confidence between him,
the Bank, and its clients and customers creates a high risk and opportunity for
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.


 


17.           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 Covenants set forth in this Agreement, 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.


 


18.           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 22(c) or (d), 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 business of the Bank or any of its subsidiaries, as such business has
been conducted during the Executive’s employment with the Bank, within twenty
(20) miles of the primary office of Executive upon the termination of Executive’s
employment with the Bank.  It is the
parties’ desire that these restrictions be enforced to the fullest extent
allowed by law.


 


19.           The Executive agrees
that the restrictions set forth in Paragraph 18 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 18 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 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 


 


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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. 
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.


 


20.           The Executive acknowledges
that the covenants set forth in this Section D are a material inducement
for the Bank 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. The covenants contained in this Section D
will not be affected by any breach of any other provision hereof by any party
hereto.  In addition, Executive’s
obligations under these provisions shall survive the termination of this
Agreement and Executive’s employment with the Bank.  Executive’s obligations in this Section D
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.


 


D.  REMEDIES


 


21.           In the event that
the Executive violates any of the provisions set forth in this Agreement
relating to Section D, 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 Section D, 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.  To the extent that the provisions of this
Paragraph 23 could be read to increase the geographic, temporal or other scope
of the restrictions set forth in this Agreement relating to Section D,
such reading is not intended by the parties.


 


E.  TERMINATION


 


22.           This Agreement shall
be terminated by the Bank or the Executive as follows:


 


a.             Termination for Cause. 
The Bank may terminate this Agreement at any time for cause.  “Cause” as used in this Agreement shall be
defined as the occurrence of one of the following events:


 


(i)            The determination by the Board of
Directors, in its reasonable discretion, that Executive has violated any
provision of this Agreement or is grossly negligent in the performance of his
duties hereunder, and has failed to cure such violation or the effects of such
gross negligence within thirty (30) business days after written notice to the
Executive by the Bank specifying in reasonable detail the alleged violation;


 


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(ii)           The determination by the Board of
Directors, in its reasonable discretion, that (a) Executive has failed to
follow the policies adopted by the Board of Directors and has failed to cure
such failure within thirty (30) days after written notice to the Executive by
the Bank specifying in reasonable detail the alleged failure; or (b) Executive
has engaged in such actions or omissions that would constitute unsafe or
unsound banking practices;


 


(iii)          The
Executive is convicted of a misdemeanor involving moral turpitude or any
felony;


 


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


 


(v)           The determination by the Board of
Directors, in its reasonable discretion , that the Executive’s job performance
is substantially unsatisfactory and that Executive has failed to cure such
performance within thirty (30) business days after written notice to the
Executive by the Bank specifying in reasonable detail the nature of the
unsatisfactory performance; or


 


(vi)          The Executive is prohibited from
engaging in the business of banking or from being an officer or director of a
public company by any governmental regulatory agency having jurisdiction over
the Bank.


 


In the event of termination of this Agreement for
Cause, the Bank shall have no liability to the Executive for any additional
payments of salary or any benefits beyond the termination date, as except as
otherwise required by law.  Any and all
unvested stock or options to acquire stock shall be terminated and cancelled as
of the termination date.  All vested
options must be exercised by the Executive within ninety (90) days of the
termination date and shall expire and be cancelled thereafter.


 


b.             Termination in the Best Interest of the Bank.  The Bank may terminate this Agreement at any
time if, in the reasonable discretion of the Board of Directors, it is
determined that this Agreement or the Employment of the Executive may prevent
or otherwise encumber the Bank’s ability to enter into any agreement or
transaction that is in the best interest of the Bank.  In the event of termination of this Agreement
in the best interest of the Bank, subject to Executive first executing the
Separation Agreement that is attached hereto as Exhibit C and that
Separation Agreement becoming fully effective pursuant to its terms, then
Executive shall be entitled to receive a severance payment in an amount equal
to one hundred twenty (120) days of the Executive’s then current base salary.


 


c.             Termination for No Reason.  The Bank may terminate this Agreement at any
time for any or no reason.  In the event
that this Agreement is terminated for “no reason” at any time after the
Probationary Period, , subject to Executive first executing the Separation
Agreement that is attached hereto as Exhibit C and that Separation
Agreement becoming fully effective pursuant to its terms, then Executive shall
be entitled to receive a severance payment in an amount equal to the payment of
the Executive’s then current base salary for the lesser of the remaining term
of this Agreement or six (6) months. 
All options which have not vested as of the termination date shall
expire and the Executive shall have ninety (90) days to exercise all vested
options as of the termination date and all unexercised vested options shall
expire and be cancelled thereafter.


 


d.             Termination for Change of Control. The Bank or the
Executive may terminate this Agreement at any time for a Change of Control. If,
during the term of this Agreement, there is a “Change of Control” (as herein
after defined) and this Agreement is terminated by the Bank within one (1) year
thereafter, subject to Executive first executing the Separation Agreement that
is attached hereto 


 


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as Exhibit C and that Separation Agreement
becoming fully effective pursuant to its terms, then Executive shall be
entitled to receive a severance payment in an amount equal to the payment 1.99
times the Executive’s then current annual base salary. All options which have
not vested as of the termination date shall automatically vest as of the
termination date. If, during the term of this Agreement, there is a “Change of
Control” (as herein after defined) and this agreement is terminated by the
Executive within one (1) year thereafter and the Executive can demonstrate
“Good Reason”, subject to Executive first executing the Separation Agreement
that is attached hereto as Exhibit C and that Separation Agreement
becoming fully effective pursuant to its terms, then Executive shall be
entitled to receive a severance payment in an amount equal to the payment of
1.99 times the Executive’s then current base salary. All options which have not
vested as of the termination date shall automatically vest as of the
termination date.   Executive shall have
ninety (90) days to exercise all vested options as of the termination date and
all unexercised vested options shall expire and be cancelled thereafter. A “Change
of Control” shall mean (i) a sale of substantially all of the assets of
the Bank to a third party, or (ii) a sale, or acquisition, by merger or
otherwise, of a controlling interest of the equity securities of the Bank or
the Company. “Good Reason” shall mean (i) the post Change of Control
management reduces the then current salary and benefits of the Executive and
other management personnel do not incur a similar reduction, (ii) the
duties of the Executive are substantially changed as set forth herein, or (iii) a
new employee is retained by management to perform substantially the same duties
as performed by the Executive.   In the
event that the Executive terminates this Agreement after a Change of Control
and does not show Good Reason, no severance will be paid and all options which
have not vested as of the termination date shall be cancelled.   Executive shall have ninety (90) days to
exercise all vested options as of the termination date and all unexercised
vested options shall expire and be cancelled thereafter.


 


23.           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 any required health insurance benefits, for Executive’s spouse for the
time required by COBRA.


 


24.           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. 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.


 


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


 


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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 is in his
possession, custody or control.


 


25.           The provisions of
Paragraphs 12-24, 27, 34 and 36 shall survive the termination of this
Agreement.


 


F.  SEVERABILITY


 


26.           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.


 


G.  WAIVER


 


27.           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.


 


H.  SUCCESSORS AND ASSIGNS


 


28.           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.


 


29.           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.


 


I.  CHOICE OF LAW


 


30.           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 COLORADO, WITHOUT GIVING EFFECT TO
PROVISION THEREOF REGARDING CONFLICT OF LAWS. 
IT IS STIPULATED THAT COLORADO 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 COLORADO IN THE PERFORMANCE OF THIS AGREEMENT.


 


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J.  MODIFICATION


 


31.           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.


 


32.           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.


 


K.  INDEMNIFICATION


 


33.           During the term of
this Agreement, so long as the Executive has demonstrated good judgment and
diligence in performing his duties, 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 employment by the Bank to the fullest extent permissible under the law,
including, without limitation, federal and/or state banking laws and
regulations, the Colorado Banking Code, as amended, the Colorado Corporations
and Associations Act, as amended, and the Bank’s Articles of
Incorporation.  To the extent permitted
by law, the Bank shall purchase such indemnification insurance as the Board of
Directors may from time to time determine.


 


L.  ARBITRATION


 


34.           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 before
a private arbitrator in Denver, Colorado, pursuant to the Colorado Uniform
Arbitration Act, C.R.S. §13-22-101, et seq.  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, CONFIDENTIALITY AND NON-COMPETITION 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 prohibit Bank from applying to a Court of
competent jurisdiction for injunctive or equitable relief to protect
Proprietary Information, to preserve the status quo or to enforce the
NONINTERFERENCE, CONFIDENTIALITY AND NON-COMPETITION provisions of this
Agreement pending conclusion of the arbitration.  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.


 


9

















 


M.  LEGAL CONSULTATION


 


35.           Each party
acknowledges that it has carefully read this Agreement, that he, she or it has
had an opportunity to consult with his, her or its 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.


 


N.  MISCELLANEOUS


 


36.           The Executive shall
be 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 the
Bank, during the term of this Agreement and at any time following the
termination of this Agreement, with any fees and expenses related to the
foregoing to be promptly paid by the Bank.


 


37.           In the event either
party institutes arbitration or litigation to enforce or protect its rights
under this Agreement, the substantially 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.


 


38.           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.


 


39.           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.


 


40.           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 means 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.


 


10
















 


41.           Executive
represents that his or her service as an employee of the Bank will not violate
any agreement that:  (i) prohibits
Executive from disclosing any information acquired prior to becoming employed
by the Bank; or (ii) prohibits Executive from accepting employment with
the Bank or that will interfere with compliance with the terms of this
Agreement.  Executive further represents
that Executive 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 Executive not to disclose to it any proprietary
information or trade secrets belonging to any previous employer.


 


O.  NOTICES


 


42.           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:

  	
   

  
	
   

  	
   

  
	
  Solera National
  Bank

  	
   

  
	
  319 S. Sheridan Blvd

  	
   

  
	
  Lakewood, CO 80226

  	
   

  
	
   

  	
   

  
	
  Attention:
  Chairman

  	
   

  
	
   

  	
   

  
	
  If to Executive:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Doug Crichfield

  	
   

  
	
   

  	
   

  	
   

  
	
  Address: 

  	
  2505
  Rule Road, PO Box 6010

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Eagle, CO 81631

  	
   

  



 


43.           Any notice or
other communication given pursuant to this Agreement shall be effective (i) in
the case of personal delivery, telex or facsimile 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]


 


11

















 


[signature page to
Employment Agreement]


 


August 7,
2009


 


EXECUTED
AS OF THE DATE FIRST WRITTEN ABOVE IN DENVER, COLORADO.


 


 


	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ruby Ebell

  	
   

  	
  /s/ Douglas
  Crichfield

  
	
  WITNESS

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name: Douglas
  Crichfield

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Solera National Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Ruby Ebell

  	
   

  	
  By:

  	
  /s/ Basil Sabbah

  
	
  WITNESS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Basil Sabbah

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Solera
  National Bancorp, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Basil Sabbah

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Basil
  Sabbah

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  



 


12

















 


Exhibit A


 


2009 CEO Short Term Incentive Comp Program


 


Philosophy: 
Solera
National Bank strives to be a high performing bank driven by enthused and
dedicated employees motivated in part by a competitive remuneration package
rewarding superior performance. Part of that package is an annual bonus
package outlined in this document. The Board of Directors expects payments to
be periodically paid, as described below, under this package provided the Bank
has satisfactory performance and is in good standing with its regulators.


 


This document
describes how this bonus pool will work.


 


Determining
factors:  based on meeting or exceeding goals/budgets;


CEO


 


	
  Bank performance

  	
   

  	
  100

  	
  %

  



 


Frequency
of payout:  All CEO bonuses will be paid annually
following the Bank’s fiscal year results. The Compensation Committee of the
Board of Directors will review the overall size of the bonus pool, pursuant to
the Bank’s budget as approved by the Board of Directors, and recommend short
term incentive payment to the CEO to the full Board for approval.


 


Hurdles: Eligibility and Potential annual
payouts are determined based on the CEO’s individual achievement of goals as
established by the Board and overall Bank performance.  Key factors will include the achievement of
budgeted key line items including total interest and non interest income,
expense control, utilization of capital, net income before tax and satisfactory
or better regulatory ratings in all examination areas. In addition, the Board
will consider the Bank’s performance relative to an identified list of peer
banks and evaluate Solera’s performance to the peer group as it considers the
CEO’s total compensation award.


0-10% if meets goals


10-25% if exceeds goals by 10%


25-50% if exceeds goals by 25%


50-100% if exceeds goals by 50%


.


Goals: The CEO will have written
individual goals
determined and communicated by the Board.


 


13

















 


Exhibit B


 


Stock Option Plan of the Company


 


Solera National Bancorp, Inc. 2007 Stock
Incentive Plan, Amended 04/17/2008 (incorporated by reference to Annex A of the
Company’s Proxy Statement on Form DEF 14A (No. 000-53181) filed on April 29,
2008).


 


14

















 


Exhibit C


 


SEPARATION AGREEMENT


[form to be completed at time of
separation]


 


THIS SEPARATION AGREEMENT is entered into by and
between Solera National Bancorp, Inc. and Solera
National Bank (collectively, the “Employer”) and                              
(“Employee”) for good and valuable consideration, the sufficiency of which is
hereby acknowledged.


 


1.             Employee and Employer agree
that Employee’s termination of employment with Employer is effective as of    [insert date]    (the “Separation Date”).  Employer agrees to consult with Employee
regarding the wording of appropriate press releases and/or inter-company
announcements to be issued by Employer.


 


2.             Regardless of whether he signs this
Separation Agreement, Employee will be paid all compensation he has earned
through the Separation Date, Employer will reimburse Employee for reasonable
business expenses incurred through the Separation Date upon submission by
Employee of expense reports in accordance with company policy, and Employee will
have the right to elect to continue his health insurance coverage pursuant to
the federal law regarding continuation of insurance coverage, known as COBRA.


 


3.             In exchange for Employee’s agreement to
this Separation Agreement, Employer agrees to provide Employee with the
following additional severance benefits:


 


(A)          severance
pay in the aggregate gross amount of $    [insert appropriate amount per Employment
Agreement]   ,  less
applicable withholding taxes, payable as follows: [insert
appropriate payment schedule]; and


 


(B)           provided Employee elects continuation
coverage of health insurance in accordance with COBRA, Employer will pay the
premiums for such coverage for eighteen months from when Employee’s coverage
would otherwise end, or until such earlier date as Employee’s eligibility for
such coverage ends.


 


Employee
acknowledges that he would not be entitled to receive the severance benefits
described above if he did not agree to all of the terms of this Separation
Agreement.  Payment of the severance benefits
described above shall commence as soon as practicable after the Effective Date
of this Agreement, as described in paragraph 10 hereof.  Employee agrees to return to Employer on or
before the Effective Date any and all property and documents of Employer.  Employee agrees to cooperate with the Company
to resolve all other issues relating to Employee’s separation from employment.
Employee agrees that he is not entitled to any other compensation or benefits
except as expressly provided herein.


 


4.             Employee hereby releases Employer and its
parent, subsidiary, and sister companies, and their respective officers,
directors, agents, shareholders, employees, and benefit plans (collectively “Released
Persons”) of and from any and all past, present, or future actions, causes of
actions, claims, demands, damages, expenses, charges, complaints, obligations
and liability of any nature or kind whatsoever on account of, or in any way
growing out of, his employment with or separation from employment with
Employer, whether such liability or damages are accrued or unaccrued, known or
unknown at this time.  This release
includes, without limitation, any and all rights or claims under any common law
theory such as defamation, intentional infliction of emotional distress, outrageous
conduct, breach of contract, invasion of privacy, wrongful discharge, breach of
implied covenant, and any claim of


 


15

















 


discrimination on
the basis of sex, race, creed, religion, age, disability, sexual orientation,
or national origin under any municipal ordinance or under any statute of the
United States or Colorado, including without limitation, any claim under Title
VII of the 1964 Civil Rights Act, The Civil Rights Acts of 1866 and 1871, the
Americans with Disabilities Act,  the
Colorado Civil Rights Act (C.R.S. Sections 24-34-301 et seq. and
24-34-401 et seq.), and the Age Discrimination in
Employment Act of 1967 as amended, which is codified beginning at 29 U.S.C. Section 621.


 


5.             The release in paragraph 4 does not include a release or waiver of the following:


 


(A)          any rights of Employee which are already
vested as of the Separation Date to benefits under Employer’s 401(k) Plan;


 


(B)           any rights: (i) to elect
continuation coverage under Employer’s group health plan in accordance with the
terms of COBRA, or (ii) to otherwise maintain coverage under Employer’s
group health plan if the plan so provides at the time of Employee’s separation
from employment; and


 


(C)           any claims which Employee may have under
Colorado statutes for workers compensation benefits and/or unemployment
compensation benefits; and


 


(D)          any rights or claims arising under the
Age Discrimination in Employment Act after the date that Employee signs this
Separation Agreement.


 


6.             Employee agrees that he will not file,
cause to be filed, or prosecute any civil suit in any court for any claims
which are released in Paragraph 4.  In
the event that Employee breaches this paragraph, all Released Persons shall be
entitled to recover from Employee all reasonable attorney fees and costs
incurred as a result of such breach, provided, however, that Employee’s
obligation to pay attorney fees and costs shall apply to claims asserted under
the Age Discrimination in Employment Act or the Older Workers Benefit
Protection Act only as specifically authorized by federal law.


 


7.             Employee agrees and covenants that at no
time will he use, disclose, communicate, or transmit to other persons any
Confidential Information of Employer. 
For purposes of this Agreement, “Confidential Information” shall mean
any information or material of a confidential nature or proprietary to Employer
which is not generally available to the public, to which Employee obtained
knowledge or access as a result of Employee’s employment with Employer.  Confidential Information includes all
information designated as such by Employer, but the absence of such a
designation shall not prevent information from being Confidential Information
if it is not generally available to the public. Employee agrees that the terms,
amount, and fact of this Agreement are also confidential information.  Employee represents that he has not disclosed
such confidential information to any other person or entity, except to his attorneys,
tax advisors, and spouse.  Employee
agrees that hereafter he will not disclose any such confidential information to
any other person or entity, except to his attorneys, tax advisors, spouse, or
as required by law or court order.   Any
disclosure of such confidential information by Employee’s attorneys, tax
advisors, or spouse will be deemed to be a disclosure by Employee.


 


8.             During any time period that Employee is
receiving severance payments from Employer as described in paragraph 3 above: (i) he
shall provide transitional assistance or information as may be requested from
time to time by Employer, provided that Employee shall not be required to spend
more than 20 hours per month providing such assistance; and (ii) he shall
not perform any services in any capacity, directly or indirectly, as an
officer, director, employee, consultant, or otherwise on behalf of any person
or entity engaged in competition with Employer within 100 miles of any
geographic area in which Employer conducts business.


 


16

















 


9.             This Separation Agreement constitutes the
entire agreement between Employee and Employer concerning his employment with
Employer and his separation from employment with Employer and supersedes all
prior agreements relating thereto, and there are no other promises,
understandings, or agreements relating thereto except as may be provided
herein.   Both parties agree and
acknowledge that they have not relied upon any representation, whether written
or oral, of the other party in connection with entering into this Separation
Agreement.  Nothing in this Agreement
shall be construed as an admission of liability or wrongdoing by either
party.  The purpose of this Agreement is
solely to amicably resolve all issues relating to Employee’s employment and separation
from employment with Employer and to provide transitional assistance to
Employee.  No rules of construction
based upon which party drafted any portion of this Agreement shall be
applicable in the event of any dispute over its meaning or interpretation.  This Agreement shall be construed and
enforced in accordance with the law of the State of Colorado.  If any provision of this Agreement is found
to be invalid or unenforceable by a court of competent jurisdiction, the
remaining terms of this Agreement will remain in full force and effect, and any
Court having jurisdiction shall modify any such invalid or unenforceable
provision to the extent necessary for it to be valid and enforceable.


 


10.          Employee understands that this is
an important legal document.  Employee is
advised to consult with an attorney before signing this Separation
Agreement.  Employee has 21 days after
receiving this Separation Agreement to consider it, and if Employee chooses to
agree to the terms of this Separation Agreement, Employee understands that he
must sign and return this Separation Agreement to Employer within that 21-day
period.  If Employee signs this
Separation Agreement, he will then have the right to revoke this Separation
Agreement by delivering written notice of revocation, but such notice must be
received by Employer within seven days after the date that Employee signed this
Separation Agreement.  If this Separation
Agreement is not signed and delivered within 21 days, or if it is revoked
within the seven day period, neither Employee nor Employer will have any rights
or obligations under this Separation Agreement. 
The Effective Date of this Separation Agreement is the eighth day after
Employee signs it, unless Employee revokes it as described above.


 


11.           It is expressly understood that Employee
has read and reviewed this Separation Agreement and every word of it, that
Employee has had an opportunity to discuss this Separation Agreement with an
attorney if he chose to do so, and that Employee understands this Separation
Agreement.  By signing below, Employee
represents that this Separation Agreement has been entered into voluntarily and
knowingly and is binding upon him, his heirs, and personal representatives, and
shall inure to the benefit of Employer, its successors and assigns.


 


[signatures on
following page]


 


17

















 


Signature page to
Separation Agreement


 


The duly authorized parties have caused this
Separation Agreement to be executed as of the date first set forth above.


 


	
   

  	
   

  	
  Solera National
  Bancorp, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
  [executive]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Solera National
  Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STATE OF
  COLORADO

  	
  )

  	
   

  	
   

  
	
   

  	
  ) ss.

  	
   

  	
   

  
	
  COUNTY OF DENVER

  	
  )

  	
   

  	
   

  



 


The foregoing Separation Agreement was acknowledged
before me this          day of             ,
20   , by                  .


 


	
  WITNESS my hand and official seal.

  	
   

  	
   

  	
   

  
	
  My commission expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Notary Public

  
	
  STATE OF
  COLORADO

  	
  )

  	
   

  	
   

  
	
   

  	
  ) ss.

  	
   

  	
   

  
	
  COUNTY OF DENVER

  	
  )

  	
   

  	
   

  



 


The foregoing Separation Agreement was acknowledged
before me this        day of                 ,
20     , by              
as               
 of Solera National Bancorp, Inc.,
on behalf of said corporation.


 


	
  WITNESS my hand and official seal.

  	
   

  	
   

  	
   

  
	
  My commission expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Notary Public

  
	
  STATE OF
  COLORADO

  	
  )

  	
   

  	
   

  
	
   

  	
  ) ss.

  	
   

  	
   

  
	
  COUNTY OF DENVER

  	
  )

  	
   

  	
   

  



 


The foregoing Separation Agreement was acknowledged
before me this         day of           ,
20    , by               
as                   
of Solera National Bank, on behalf of said corporation.


 


	
  WITNESS my hand and official seal.

  	
   

  	
   

  	
   

  
	
  My commission expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Notary Public

  



 


18