**Exhibit 10.2****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 27th day ofJanuary, 2005, between Discovery Bancorp’s (“Bancorp”) wholly owned subsidiary, Celtic CapitalCorporation (the “Corporation”) and Alex Falo (“Executive”) with reference to the following:W I T N E S S E T H     WHEREAS, Executive, Bancorp and the Corporation are all parties to that certain Asset PurchaseAgreement dated as of the 27th day of January, 2005 (the “Agreement”); and     WHEREAS, one of the conditions to closing the transactions contemplated in the Agreement isthat Executive enter into this Employment Agreement; and     WHEREAS, the Closing as defined in the Agreement has occurred;     NOW, THEREFORE, from and after the Closing (the “Effective Date”), the following terms andconditions shall apply to Executive’s employment by the Corporation:A G R E E M E N TA. TERM OF EMPLOYMENT          1. Term. The Corporation hereby employs Executive and Executive hereby acceptsemployment with the Corporation for the period commencing with the Effective Date and terminatingthree (3) years thereafter; subject, however, to prior termination of Executive’s employment ashereinafter provided. Where used herein, “Term” shall refer to the entire period of employment ofExecutive by the Corporation hereunder, whether for the period provided above, or whetherterminated earlier as hereinafter provided.B. DUTIES OF EXECUTIVE          1. Duties. Executive shall perform the duties of Senior Vice President and LoanManager of the Corporation, which includes, but are not limited to those duties specified on theCorporation’s Job Description for the position of Senior Vice President/Loan Manager,
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subject to the powers by law vested in the Board of Directors of the Corporation, and in theCorporation’s shareholder. Executive shall report only to the President and Chief ExecutiveOfficer of the Corporation. However, the duties of Executive may be changed from time to time bymutual consent of Executive and the Corporation and without resulting in a rescission of thisAgreement. During the term, Executive shall perform exclusively the services herein contemplatedto be performed by Executive faithfully, diligently and to the best of Executive’s ability,consistent with the highest and best standards of the commercial finance industry and in compliancewith all applicable laws and regulations.          2. Conflicts of Interests. Except as permitted by the prior written consent of theBoard of Directors of the Corporation, Executive shall devote Executive’s entire productive time,ability and attention to the business of the Corporation during the Term and Executive shall notdirectly or indirectly render any services of a business, commercial or professional nature to anyother person, firm or corporation, whether for compensation or otherwise, which are in conflictwith the Corporation’s interests.C. COMPENSATION          1. Base Salary. For Executive’s services hereunder, the Corporation shall pay orcause to be paid as base salary to Executive the amount of not less than Ten Thousand Eight HundredThirty-Three Dollars ($10,833) per calendar month; provided, however, that the base salary shall beprorated for the first and last calendar months of the Term. Said base salary shall be payable inconformity with the Corporation’s normal payroll periods. Executive’s base salary shall bereviewed by the Board of Directors annually, at its discretion, and Executive shall receive suchbase salary increases, if any, as the Board of Directors, in its sole discretion, shall determine.          2. Bonus Pool. Executive shall be entitled to participate in the Employee Bonus Pool andmay receive such discretionary bonuses, if any, as the Corporation’s Chief Executive Officer, shalldetermine to be appropriate. The Chief Executive Officer shall not participate in the EmployeeBonus Pool, but may, in his sole discretion, transfer a portion of his formula bonus to it. TheEmployee Bonus Pool shall be funded by the Corporation in an amount equal to 5% of theCorporation’s pre-tax earnings but only if the Corporation has achieved an after-tax fifteenpercent (15%) return on average equity, calculated in accordance with Generally Accepted AccountingPrincipals (GAAP”) for any fiscal year during the Term, prorated for any partial year.D. EXECUTIVE BENEFITS          1. Vacation and Sick Pay. Executive shall be entitled to four (4) weeks vacation eachyear during the Term; provided, however beginning in 2006, that at least two (2) weeks of saidvacation (the “Mandatory Vacation”) shall be taken consecutively. Executive shall not be entitledto vacation pay in lieu of vacation, and any vacation time not used in excess of the MandatoryVacation shall be deemed waived, unless otherwise approved in advance by the Board of Directors oraccumulated in accordance with the Corporation’s Personnel Policy. Executive shall also beentitled to sick pay in accordance with the Corporation’s Personnel Policy.
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          2. Group Medical and Life Insurance Benefits. The Corporation shall provide forExecutive’s participation in the Corporation’s group medical, disability and life insurancebenefits, as provided to the Corporation’s other officers. Said insurance coverage shall be madeavailable to Executive as soon as possible and shall continue throughout the Term. TheCorporation’s liability to Executive for any breach of this Paragraph D.2 shall be limited to theamount of premiums payable by the Corporation to obtain the coverage contemplated herein.          3. Additional Benefits. Executive shall be entitled to participate in all programs,rights, and benefits for which Executive is otherwise entitled under any 401(k) plan, bonus plan,incentive plan, participation plan, or extra compensation plan, pension plan, profit sharing plan,savings plan, life, medical, dental, other health care, disability, or other insurance plan orpolicy or other plan or benefit the Corporation may provide for senior executives or for employeesof the Corporation generally, from time to time, in effect during the Term.E. BUSINESS EXPENSES AND REIMBURSEMENT          1. Business Expenses. Executive shall be entitled to reimbursement by the Corporationfor any ordinary and necessary business expenses incurred by Executive in the performance ofExecutive’s duties and in acting for the Corporation during the Term, which types of expendituresshall be determined by the Board of Directors. Executive shall furnish to the Corporation adequaterecords and other documentary evidence for the substantiation of such expenditures as deductiblebusiness expenses of the Corporation.          2. Reimbursement. Executive agrees that, if at any time payment made to Executive bythe Corporation for business expense reimbursement shall be disallowed in whole or in part as adeductible business expense by the appropriate taxing authorities, the amount so disallowed shallbe treated as taxable compensation to Executive.F. TERMINATION          1. Termination For Cause. The Corporation may terminate Executive’s employment at anytime without further obligation or liability to Executive, by action of the Board of Directors ingood faith:               (a) If Executive materially breaches Executive’s duties under this Agreement or habituallyneglects Executive’s duties;               (b) If Executive is convicted of or pleads guilty or nolo contendere to a felony or crime ofmoral turpitude or a crime (other than a traffic offense) which materially and adversely affectsthe Corporation’s reputation in the community or which evidences the lack of Executive’s fitness orability to perform Executive’s duties, as determined by the Board of Directors in good faith;               (c) If Executive has committed any act which would cause termination of coverage under theCorporation’s fidelity insurance coverage as to Executive or as to the Corporation as a whole;
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               (d) If Executive is deceased; or               (e) If Executive is found to be physically or mentally incapable of performing Executive’sduties for a period of six (6) months or greater by the Board of Directors, in good faith, basedupon a medical diagnosis.Such termination shall not prejudice any remedy which the Corporation may have at law, in equity,or under this Agreement. Termination pursuant to this Paragraph F.1 (a) shall become effectivethirty (30) days after written notice of termination explaining the breach or neglect which servesas the basis for such termination, and Executive’s failure to reasonably cure such breach orneglect to the reasonable satisfaction of the Board of Directors within such thirty (30) dayperiod. Termination pursuant to this Paragraph F.1(b), (c), (d) or (e) shall become effective two(2) days after written notice of termination.          2. Action by Supervisory Authority. Executive’s employment shall terminateimmediately without further liability or obligation to Executive:               (a) If the Corporation is closed or taken over by the Department of Corporations or othersupervisory authority; or               (b) If such supervisory authority should exercise its statutory cease and desist powers toremove Executive from office.          3. Merger or Corporate Reorganization. Executive’s employment with the Corporationand the Term shall terminate upon the occurrence of any of the following: (i) a merger,consolidation or reorganization where the shareholder of the Corporation immediately preceding theclosing of the transaction will not own immediately after the closing of the transaction more thanfifty percent (50%) of the resulting or surviving institution; (ii) a merger, consolidation orreorganization where the shareholder of the Corporation immediately preceding the closing of thetransaction will not own immediately after the closing of the transaction more than fifty percent(50%) of the corporation, partnership or limited liability company that controls the resulting orsurviving institution; (iii) a transfer of all or substantially all of the assets of theCorporation to an entity where the shareholder of the Corporation immediately preceding the closingof the transaction will not own immediately after the closing of the transaction more than fiftypercent (50%) of the entity; or (iv) a sale of more than fifty percent (50%) of the outstandingCommon Stock of the Corporation in a transaction or series of related transactions. The foregoingevents shall hereafter be referred to as a “Triggering Event.”          4. Termination Without Cause. Notwithstanding anything to the contrary herein,Executive’s employment may be terminated at any time without cause by the Corporation upon writtennotice of termination to Executive and by Executive upon written notice of termination to theCorporation.          5. Effect of Termination.
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               (a) In the event of termination of Executive’s employment prior to the completion of the Termfor any of the reasons specified in Paragraphs F.1 through F.4, Executive shall be entitled to thesalary and other benefits earned by Executive prior to the date of termination as provided for inthis Agreement, computed pro rata up to and including that date, and accrued but unused vacationtime; but Executive shall be entitled to no further compensation for services rendered after thedate of termination.               (b) In the event Executive’s employment is terminated pursuant to Paragraph F.3, Executiveshall be entitled to severance compensation equal to six (6) months’ then current base salary.Payment shall be made by the Corporation not later than the closing of the Triggering Event.               (c) In addition, in the event the Corporation elects to terminate Executive’s employmentpursuant to Paragraph F.4, Executive shall be entitled to severance compensation equal to six (6)months’ then current base salary, payable in monthly installments in conformity with theCorporation’s normal payroll periods, and continuation of Executive’s group medical insurance, atthe Corporation’s expense, benefits for that same period.               (d) In the event Executive elects to terminate Executive’s employment pursuant to theprovisions of Paragraph F.4, Executive shall not be entitled to any severance compensation orcontinuation of Executive’s group medical insurance benefits.               (e) The payment of benefits pursuant to this Paragraph F.5 shall discharge the Corporationfrom any further liability to Executive under this Agreement. As a condition for receiving anyseverance pay hereunder, pursuant to Paragraphs F.5(b) and F.5(c), Executive hereby agrees toexecute a full and complete release of any and all claims against the Corporation and its officers,agents, directors, attorneys, insurers, employees and successors in interest arising from or in anyway related to Executive’s employment or the termination thereof.G. GENERAL PROVISIONS          1. Trade Secrets. Executive agrees that during the Term Executive will have accessto, and become acquainted with, confidential, trade secret, and proprietary information concerningthe Corporation, which may include information on its operations and business, identity of itscustomers, including knowledge of their financial condition and financial needs, as well as suchcustomers’ methods of doing business. Executive will not use or disclose any of such tradesecrets, proprietary, or confidential information during the Term or for a period of three (3)years thereafter, without the Corporation’s prior written consent. This limitation shall not applyto information that (a) is or becomes public, or in the public domain, without the fault ofExecutive, (b) was known to Executive, free of any obligation of confidentiality, prior to itsdisclosure to Executive, or (c) is required to be disclosed by law or by an order of a court ofcompetent jurisdiction or other government authority.          2. Covenant Not to Compete. Executive acknowledges that he is entering into thisAgreement as part of the sale of a business in which he is a significant shareholder and furtheracknowledges that this Covenant Not to Compete is an integral part of Bancorp’s causing theCorporation to enter into this Agreement as well as into the Asset Purchase Agreement.Consequently, Executive hereby covenants and agrees that Executive will not now, nor for the
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period during which Executive receives any compensation from the Corporation, including anyseverance payments under Paragraph F.5 of this Agreement, whether directly or indirectly, for hisown account or for the account of others, whether as principal or agent or through the agency ofany corporation, partnership, association, or other business entity, own, manage, operate, join,control or be employed by, participate in the ownership, management, operation or control of, or beconnected in any manner with, any commercial finance business or any similar type of businessheadquartered or operating in the states of California or Arizona. Furthermore, Executive, for aperiod of three years from the Effective Date, shall not disrupt, damage, impair or interfere withthe business of the Corporation, through solicitation of its employees to be employees of anotherfirm, or solicit customers of the Corporation to become customers of any other firm.     Executive acknowledges that the remedy at law for a breach of the provisions of this ParagraphG.2 are inadequate and that the Corporation shall be immediately entitled to injunctive reliefwithout the posting of any bond should the provisions of Paragraph G.2 be breached or threatened tobe breached.          3. Return of Documents. Executive expressly agrees that all manuals, documents,files, reports, studies, instruments or other materials used and/or developed by Executive duringExecutive’s employment with the Corporation, are solely the property of the Corporation, and thatExecutive has no right, title or interest therein. Upon termination of Executive’s employment,Executive or Executive’s representative shall promptly deliver possession of all of said propertyto the Corporation in good condition.          4. Notices. Any notice, request, demand or other communication required or permittedhereunder shall be deemed to be properly given when personally served in writing or by facsimile,when deposited in the United States mail, postage prepaid, or when communicated to a publictelegraph company for transmittal, addressed to the party at the address appearing at the beginningof this Agreement. Either party may change its address by written notice in accordance with thisparagraph.          5. Benefit of Agreement. This Agreement shall inure to the benefit of and be bindingupon the parties hereto and their respective executors, administrators, successors and assigns.          6. Applicable Law. This Agreement is to be governed by and construed under the lawsof the State of California.          7. Captions and Paragraph Headings. Captions and paragraph headings used herein arefor convenience only and are not a part of this Agreement and shall not be used in construing it.          8. Invalid Provisions. Should any provisions of this Agreement for any reason bedeclared invalid, void, or unenforceable by a court of competent jurisdiction, the validity andbinding effect of any remaining portion shall not be affected, and the remaining portions of thisAgreement shall remain in full force and effect as if this Agreement had been executed with saidprovision eliminated.          9. Entire Agreement. This Agreement contains the entire agreement of the parties andsupersedes any and all other agreements, either oral or in writing, between the parties
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hereto with respect to the employment of Executive by the Corporation. Each party to thisAgreement acknowledges that no representations, inducements, promises, or agreements, oral orotherwise, have been made by any party, or anyone acting on behalf of any party, which are notembodied herein, and that no other agreement, statement, or promise not contained in this Agreementshall be valid or binding. This Agreement may not be modified or amended by oral agreement, butonly by an agreement in writing signed by the Corporation and Executive.          10. Arbitration. To the maximum extent permitted by law, Executive and Corporation agreeto arbitrate any controversy, claim or dispute (“claims”) between the Corporation (and/or itsofficers, directors, partners, Executives, shareholders, pension or benefit plans, administrators,fiduciaries, agents, representatives or affiliate entities) and Executive relating to or arisingout of Executive’s employment with the Corporation or the termination of that employment, or thisAgreement, including without limitation, the construction or application of any of the terms,covenants and/or conditions of this Agreement, in accordance with the following terms:The claims shall be submitted to final and binding arbitration in Los Angeles County,California, before the American Arbitration Association (“AAA”) and in accordance with the AAA’sthen current version of the National Rules for the Resolution of Employment Disputes. Thearbitrator shall be selected in accordance with the AAA’s selection procedures in effect at thetime, and shall be a member of the AAA’s panel of arbitrators for employment disputes. Eitherparty may initiate arbitration proceedings by filing a demand for arbitration with the AAA in LosAngeles County, California.The arbitrator shall have the authority to grant any relief authorized by law. The arbitratorshall not have the authority to modify, change or refuse to enforce any lawful term of thisAgreement. However, should any portion of this arbitration provision be found to be unenforceable,such portion will be severed from this arbitration provision, and the remaining portions shallcontinue to be enforceable.The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of theState of California or federal law, or both, as applicable to the claim(s) asserted. Thearbitrator shall have exclusive authority to resolve all claims covered by this arbitrationagreement, and any dispute relating to the interpretation, applicability, enforceability orformation of this arbitration agreement, including, but not limited to, any claim that all or anypart of this arbitration agreement is void or voidable. Any issues
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involving the arbitrability ofa dispute shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.The Corporation agrees to pay all arbitration fees, deposits and administrative costs assessed bythe AAA. Each party shall pay its own attorneys’ fees,expenses of travel to the arbitration, expert witness fees and other costs, unless the arbitratororders otherwise, pursuant to applicable law.The claims covered by the above include, but are not limited to, claims for wrongful termination,unpaid wages or compensation, breach of contract, torts, violation of public policy, claims forharassment or discrimination (including, but not limited to, race, sex, religion, national origin,age, marital status, medical condition, disability, or sexual orientation), claims for benefits(except where an Executive benefit or pension plan specifies that its claims procedure shallculminate in an arbitration procedure different from this one), claims for physical or mental harmor distress, or any other employment-related claims under any federal, state or other governmentallaw, statute, regulation or ordinance, including, but not limited to, Title VII of the Civil RightsAct of 1965, the Americans With Disabilities Act, the Age Discrimination in Employment Act, theCalifornia Fair Employment and Housing Act, and any other statutes or laws relating to anemployee’s relationship with his/her employer. However, claims for workers’ compensation benefitsand unemployment compensation benefits are not covered by this arbitration agreement, and suchclaims may be presented to the appropriate court or government agency.The arbitrator shall issue a written arbitration decision revealing the arbitrator’s essentialfindings and conclusions upon which any award is based. A party’s right for review of the decisionis limited to grounds provided under applicable law.The parties agree that the arbitration shall be final and binding and any arbitration award shallbe enforceable in any court having jurisdiction to enforce this arbitration agreement, so long asthe arbitrator’s findings of fact are supported by substantial evidence on the whole and thearbitrator has not made errors of law. The parties further agree that for any claims, hereunderwhich the parties have elected to submit to arbitration, each party retains the right to seekpreliminary injunctive relief in court to preserve the status quo or prevent irreparable injurybefore the matter can be heard in arbitration.
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BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH THE CORPORATION AND EXECUTIVE GIVE UP ALLRIGHTS TO TRIAL BY JURY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.This agreement to arbitrate shall survive the termination of Executive’s employment**.**     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day andyear first above written.       DISCOVERY BANCORP         /s/ John R. Plavan         By: John R. Plavan    Its: Chairman of the Board         CELTIC CAPITAL CORPORATION       /s/ Mark Hafner         By: Mark Hafner