Exhibit 10.3


 


	
   

  	
  Form of Letter Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [CoBiz Financial Inc. Letterhead]

  	
   

  
	
   

  	
   

  	
   

  	
  , 2008

  	
   

  
					



 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Re:          Amendment to
  Employment Contract

  	
   

  
	
   

  	
   

  	
   

  
	
  Dear

  	
   

  	
  :

  	
   

  
				



 


We recently decided to participate in the Capital Purchase Program (the
“CPP”) promulgated by the U.S. Department of Treasury under the Troubled
Asset Relief Program authorized by the Emergency Economic Stabilization Act of
2008 (“EESA”).  Of course, we must
comply with the terms and conditions of the CPP in order to participate in it.


 


We reviewed our executive employment contracts, as amended from time to
time, to ensure that the contracts comply with the terms and conditions of the
CPP.  We noticed that in certain
circumstances the provisions in our executive employment contracts that address
payments upon termination of employment do not comply with the payment
limitations imposed by the CPP.  We also
noticed, during the course of our review, that as a result of the final
regulations promulgated under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), the contracts need to be revised in order
to adequately describe the types of events that would allow us to make payments
upon termination of employment.


 


Rather than address these issues by preparing an individual amendment
for each existing employment contract, in consideration for the direct and
indirect benefits that you will receive as a result of our participation in the
CPP, we are asking each of our executives to sign this generic letter agreement
that addresses the problem by category. 
We apologize for this somewhat impersonal approach, but we are sure that
you will appreciate the efficiencies that it allows us to achieve.


 


1.                                       Limitations
Upon Payments Following Termination of Employment.


 


(a)                                  Issue.                Pursuant to the
CPP, we are prohibited from making an excess parachute payment to you if the
federal government owns certain types of our securities.  Under Section 


 

















 


280G of the Code and the regulations promulgated thereunder, some of
the payments that we will provide to you upon termination of your employment,
as described in your employment contract, are included in determining whether
an excess parachute payment is made to you. 
Your contract should be revised to ensure that these payments do not
cause us to make an excess parachute payment to you in violation of the terms
and conditions of the CPP.


 


(b)                                 Solution.  Upon execution of this letter agreement, your
contract will be amended to provide that, while the federal government owns any
of our common stock, preferred stock or warrants to acquire our common stock
issued in connection with our participation in the CPP and you are a Senior
Executive Officer (as defined in Section 111(b)(3) of EESA) subject
to the executive compensation limitations of Section 111(b) of EESA
as implemented by any guidance or regulation thereunder, we will pay to you the
payments to which you are entitled following termination of your employment
only to the extent that such payments are allowed pursuant to Section 2(b) of
this letter agreement and to the extent that such payments do not constitute
parachute payments that are prohibited under Section 111 of EESA as a
result of our participation in the CPP. 
This limitation will no longer apply at such time: (i) as the
federal government no longer owns any of our common stock, preferred stock or
warrants to acquire our common stock issued in connection with our
participation in the CPP; or (ii) you cease to be a Senior Executive
Officer that is subject to the executive compensation limitations of Section 111(b) of
EESA as implemented by any guidance or regulation thereunder.


 


2.                                       Payments Upon
Separation of Service.


 


(a)                                  Issue.  Your contract provides that we will make
certain payments to you upon your termination of employment.  In order to comply with Section 409A of
the Code and the regulations promulgated thereunder, we may make these payments
to you upon, among other things, a “separation of service,” as such term is
defined by this section and these regulations. In addition, because a release
of claims is required in order for you to receive any payments upon your
termination of employment, no payment should be made until the expiration of
the maximum release review period required by law (which can be as long as 45
days, for group terminations).  Your
contract should be revised so that we will make payments to you upon
termination of employment only in a manner that complies with Section 409A
of the Code.


 


(b)                                 Solution.  Upon execution of this letter agreement, your
contract will be amended to provide that (a) any payment described in your
employment contract that would be paid as a result of your termination of
employment will be paid by us only if such termination constitutes a “separation
of service” within the meaning of Section 409A of the Code and the
regulations promulgated thereunder, and (b) payment of any amount that is
contingent upon your execution of a release of all claims against the Company
and its affiliates will commence on the 60th day after such separation from
service.


 


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3.                                       “Clawback”
of Payments based on Inaccurate Financial Statements or Performance Metrics.


 


(a)                                  Issue.  Section 111(b)(2)(B) of EESA
requires that while the federal government owns certain types of our
securities, we have to be able to recover or “clawback” certain bonus and
incentive payments made to you if the payments were based on materially
inaccurate financial statements or other materially inaccurate performance
metrics.  Your contract should be revised
to ensure that we have the ability to recover these payments from you.


 


(b)                                 Solution.  Upon execution of this letter agreement, your
contract will be amended to provide that, while the federal government owns any
of our common stock, preferred stock or warrants to acquire our common stock
issued in connection with our participation in the CPP and you are a Senior
Executive Officer subject to the executive compensation limitations of Section 111(b) of
EESA as implemented by any guidance or regulation thereunder, if any bonus and
incentive compensation is paid to you and such payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria, then you shall repay us any such bonus and
incentive compensation that was based on such materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.  This limitation will no longer apply at such
time: (i) as the federal government no longer owns any of our common
stock, preferred stock or warrants to acquire our common stock issued in
connection with our participation in the CPP; or (ii) you cease to be a
Senior Executive Officer  that is subject
to the executive compensation limitations of Section 111(b) of EESA
as implemented by any guidance or regulation thereunder.


 


4.                                       Amendments
to Prevent Unnecessary and Excessive Risks.


 


(a)                                  Issue.  Section 111(b)(2)(A) of EESA
requires that while the federal government owns certain types of our
securities, we have to review our compensation arrangements to ensure that our
bonus or incentive compensation arrangements do not encourage you to take “unnecessary
and excessive risks that threaten the value of the financial institution”.  Your contract should be revised to ensure
that we have the ability to amend your compensation arrangements if this
standard is violated.


 


(b)                                 Solution.  Upon execution of this letter agreement, your
contract will be amended to provide that, while the federal government owns any
of our common stock, preferred stock or warrants to acquire our common stock
issued in connection with our participation in the CPP and you are a Senior
Executive Officer subject to the executive compensation limitations of Section 111(b) of
EESA as implemented by any guidance or regulation thereunder, if at any time
our Board of Directors or Compensation Committee determines that any bonus or
incentive compensation arrangement pursuant to which you are or may be entitled
to a payment encourages you to take unnecessary and excessive risks that
threaten the value of the Company, then the Board of Directors or the
Compensation Committee, on behalf of the Company, shall take such action as is
necessary to amend any such bonus and/or incentive compensation arrangements to
eliminate such encouragement, and your bonus and/or incentive compensation will
be determined pursuant to such amended arrangements.  This limitation will no longer apply 


 


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at such time: (i) as the federal government no longer owns any of
our common stock, preferred stock or warrants to acquire our common stock
issued in connection with our participation in the CPP; or (ii) you cease
to be a Senior Executive Officer  that is
subject to the executive compensation limitations of Section 111(b) of
EESA as implemented by any guidance or regulation thereunder.


 


This letter agreement is not intended to provide you with any benefits
not already provided in your contract or to amend the period for which any benefit
is to be provided as already set forth in your contract.


 


If the amendments set forth above are acceptable to you, please sign
this letter agreement in the space provided below.  When signed by you, this letter agreement
will constitute an amendment to your employment contract.


 


	
   

  	
   

  	
  Yours Truly,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COBIZ FINANCIAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Steven Bangert

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Type or print name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


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