**Exhibit 10.2**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

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

 

**WHEREAS**, the Executivehas considerable experience, expertise and training in management related tobanking and services offered by the Bank;

 

**WHEREAS**, the Bankdesires for the Executive to be employed as the Chief Executive Officer of theBank, and the Chief Executive Officer of Solera National Bancorp, Inc. andExecutive desires to accept employment, subject to and on the terms andconditions set forth in this Agreement; and

 

**WHEREAS**, both the Bankand the Executive have read and understood the terms and provisions set forthin this Agreement and have been afforded a reasonable opportunity to reviewthis Agreement with their respective legal counsel.

 

**NOW, THEREFORE**, inconsideration of the mutual promises and covenants set forth in this Agreement,the Executive and the Bank agree as follows:

 

# **A. **DURATION

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## 1.             This Agreementshall become effective as of August 1, 2009 (the “Effective Date”), andsubject to Paragraph 2 below, will expire and terminate by its own terms threeyears after the Effective Date, unless earlier terminated as provided herein.

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## 2.             Both the Bank andthe Executive acknowledge and agree that the parties may agree to continue theemployment relationship on the same terms and conditions as set forthherein.  Following the initial three (3) yearterm, unless either party gives written notice ninety (90) days prior to theend of such initial three (3) year term, this Agreement shallautomatically renew annually for an additional one (1) year term unlessotherwise terminated as set forth herein.

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## **B.  COMPENSATION**

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## 3.             All payments ofsalary and other compensation to the Executive shall be payable in accordancewith the Bank’s ordinary payroll and other policies and procedures.

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### a.             Duringthe term of this Agreement, the Bank agrees to pay the Executive a base salaryof $175,000 annually, appropriately prorated for partial months at thecommencement and end of the term of this Agreement.  Additionally, the Bank may pay the Executivea bonus when and on terms and conditions as set forth in Exhibit A.  Executive is also hereby granted options topurchase up to 40,000 shares of common stock of the Company for an exerciseprice equal to the fair market value per share (the pubic trading price) on theclose of the market on the date this Agreement is executed (the “Options”).  The Options shall vest monthly over the nextfour (4) years (approximately 833 shares per month).  All other terms and conditions of theOptions, not otherwise set forth herein, shall be governed by the Stock OptionPlan of the Company, attached hereto and incorporated herein as Exhibit B.

 

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### b.             TheBank shall have the right to deduct from any payment of compensation to theExecutive hereunder any federal, state or local taxes required by law to bewithheld with respect to such payments and any other amounts specificallyauthorized to be withheld or deducted by the Executive.

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## 4.             The Bank shallreimburse the Executive for all reasonable expenses, including, but not limitedto, travel expenses, lodging expenses, and meals and entertainment expenses,that the Executive may incur in the performance of his duties and obligationsunder this Agreement; provided, however, that the Executive shall be requiredto submit receipts or other acceptable documentation to a person designated bythe Board of Directors to verify such expenses prior to any reimbursements inaccordance with the Bank’s expense policy.

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## 5.             If, during the termof this Agreement, the Bank adopts a plan providing life insurance benefits toother Bank employees, the Executive shall be entitled to participate in theBank’s life insurance benefit plan to the full extent that it is available toother Bank employees.

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## 6.             The Board ofDirectors or a delegated committee shall review the amount of the Executive’scompensation, including his base salary, not less than annually and shallconsider increases to such base salary as a result of such review.  Increases, if any,  would be designed to provide reasonable basesalary adjustments, all in the discretion of the Board of Directors or suchcommittee and consistent with safe and sound banking practices; providedhowever that the Executive’s base salary and bonuses shall not be less than theamounts set forth in Paragraph 3 at any time during the term of thisAgreement; provided, however, in the event that the Bank’s performance (i.e. asdemonstrated by asset growth, profitability or other measure of performance asset forth above ) does not support the continued payments of the amounts setforth in Paragraph 3 then the Board of Directors shall have the discretionto reduce those amounts in order to strengthen such performance.

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## 7.             Executive shall beentitled to receive employee and dependent health insurance, dental insurance,paid sick leave and four (4) weeks of paid vacation per year, and anyadditional benefits provided to all Bank employees.  The Bank also shall provide the Executivewith term life insurance coverage at the Bank’s expense in an initial amount of2.00 times the Executive’s annual base salary, and having a term not less thanone year, which life insurance benefit will be provided only for so long as theExecutive is employed by the Bank.  If,during the term of this Agreement, the Bank adopts a plan providing lifeinsurance benefits to other Bank employees and the maximum coverage under suchplan exceeds the maximum permissible coverage provided by this Paragraph, thennotwithstanding the provisions of this Paragraph, the Executive shall beentitled to participate in the Bank’s life insurance benefit plan to the fullextent that it is available to other Bank employees.  All employee benefits provided to theExecutive by the Bank incident to the Executive’s employment shall be governedby the applicable plan documents, summary plan descriptions or employmentpolicies, and may be modified, suspended or revoked at any time, in accordancewith the terms and provisions of the applicable documents.

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## 8.             The parties heretoacknowledge that the compensation set forth herein and the other covenants andagreements of the Bank contained herein are fair and adequate compensation forthe Executive’s services and for the covenants of the Executive as set forthherein.

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# **B. **RESPONSIBILITIES

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## 9.             The Executive shallbe employed as the Chief Executive Officer of the Bank and shall faithfullydevote best efforts and primary focus to the position(s) with the Bank.

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## 10.           The Executiveacknowledges and agrees that the duties and responsibilities of the Executiverequired by the position are wholly within the discretion of the Board ofDirectors, and may be 

 

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## modified,or new duties and responsibilities imposed by the Board of Directors, at anytime, without the approval or consent of the Executive.  However, these new duties andresponsibilities may not constitute immoral or unlawful acts.  In addition, the new duties andresponsibilities must be consistent with the Executive’s position in afinancial institution.

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## 11.           The Executiveacknowledges and agrees that, during the term of this Agreement, he has afiduciary duty of loyalty to each of the Bank and the Company, and that he willnot engage in any activity during the term of this Agreement, which will orcould, in any significant way, harm the business, business interests, orreputation of the Bank or the reputation of the Board of Directors.

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# **C. **NONINTERFERENCE, CONFIDENTIALITY ANDNON-COMPETITION

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## 12.           The Executiveacknowledges that, as part of his employment with the Bank, he will becomefamiliar with the salary, pay scale, capabilities, experience and, skill of theBank’s employees.  The Executive agreesto maintain the confidentiality of such information.  The Executive further covenants and agreesthat, 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, directlyor by assisting others, any employees of the Bank, nor shall the Executivecontact or communicate with any employees of the Bank for the purpose ofinducing such employees of the Bank to terminate their employment with theBank.  For purposes of this covenant, “employeesof the Bank” shall refer to employees who are still actively employed by orwere employed by the Bank within the prior year at the time of the attemptedrecruiting or hiring.

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## 13.           In his position ofemployment, the Executive will be exposed to confidential information and tradesecrets (hereafter “Proprietary Information”) pertaining to, or arising from,the business of the Bank and its affiliates (if any).  The Executive hereby agrees and acknowledgesthat such Proprietary Information is unique and valuable to the Bank’s businessand that the Bank would suffer irreparable injury if this information werepublicly disclosed.  Therefore, theExecutive agrees to keep in strict secrecy and confidence, both during andafter the period of his employment, any and all Proprietary Information whichthe Executive acquires, or to which the Executive has access, during employmentby the Bank, that has not been publicly disclosed by the Bank, until such timeas such Proprietary Information becomes generally known to the public otherthan pursuant to a breach of this Paragraph 16 by the Executive.  The Proprietary Information covered by thisAgreement shall include, but shall not be limited to: (i) the identitiesof the Bank’s existing and prospective customers or clients, including names,addresses, credit status, and pricing levels; (ii) the buying and sellinghabits and customs of the Bank’s existing and prospective customers or clients;(iii) financial information about the Bank; (iv) product and systemsspecifications, concepts for new or improved products and other product orsystems data; (v) the identities of, and special skills possessed by, theBank’s employees; (vi) the identities of and pricing information about theBank’s suppliers and vendors; (vii) training programs developed by theBank; (viii) pricing studies, information and analyses; (ix) currentand prospective products and inventories; (x) financial models, business projectionsand market studies; (xi) the Bank’s financial results and businessconditions; (xii) business plans and strategies; (xiii) specialprocesses, procedures, and services of the Bank and its suppliers and vendors;and (xiv) computer programs and software developed by the Bank or itsconsultants.  The provisions andagreements entered into herein shall survive the term of the Executive’semployment to the extent reasonably necessary to accomplish their purpose inprotecting the interests of the Bank in any Proprietary Information disclosedto, or learned by, the Executive while employed.

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## 14.           The Executive shallnot directly or indirectly engage in competition with the Bank at any timeduring the existence of the employment relationship between the Bank and theExecutive, and the Executive will not on his own behalf, or as another’s agentor employee, engage in any of the same or 

 

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similar duties and/or Bank-related responsibilities required by the Executive’sposition with the Bank, other than as an employee of the Bank pursuant to thisAgreement or as specifically approved by the Board of Directors.  In addition, without the prior writtenconsent of the Board of Directors, Executive shall not usurp for himself anycorporate opportunity available to the Bank.

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## 15.           The Executiveexpressly represents that he has no agreements with, or obligations to, anyparty which conflict, or may conflict, with the interests of the Bank or withthe Executive’s duties as an employee of the Bank.

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## 16.           The Executiveacknowledges that the special relationship of trust and confidence between him,the Bank, and its clients and customers creates a high risk and opportunity forthe Executive to misappropriate the relationship and goodwill existing betweenthe Bank and its clients and customers. The Executive further acknowledges and agrees that it is fair andreasonable for the Bank to take steps to protect itself from the risk of suchmisappropriation.  The Executive furtheracknowledges that, at the outset of his employment with the Bank and throughouthis employment with the Bank, the Executive will be provided with access to andinformed of Proprietary Information, which will enable him to benefit from theBank’s goodwill and know-how.

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## 17.           The Executiveacknowledges that it would be inevitable in the performance of his duties as adirector, officer, employee, investor, agent or consultant of any person,association, entity, or company which competes with the Bank, or which intendsto or may compete with the Bank, to disclose and/or use ProprietaryInformation, as well as to misappropriate the Bank’s goodwill and know-how, toor for the benefit of such other person, association, entity, or company.  The Executive also acknowledges that, inexchange for the Covenants set forth in this Agreement, he has receivedsubstantial, valuable consideration, including: (i) confidential trade secret and proprietary information relatingto the identity and special needs of the Bank’s current and prospectivecustomers, the Bank’s current and prospective services, the Bank’s businessprojections and market studies, the Bank’s business plans and strategies, theBank’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 agreesthat this consideration constitutes fair and adequate consideration for theexecution of the non-solicitation restriction set forth herein.

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## 18.           Executiveunderstands and agrees that during the continuation of this Agreement and for aperiod of one year following the termination of this Agreement by either party,for any reason (other than for termination of the Executive for circumstancesdescribed in Paragraph 22(c) or (d), below), the Executive will not be orbecome engaged in any way (directly or indirectly), as an individualproprietor, beneficiary, trustee, owner, partner, stockholder, officer,director, executive, investor, lender, sales representative, or in any othercapacity, whatsoever, in any activity or endeavor which competes or conflictswith the business of the Bank or any of its subsidiaries, as such business hasbeen conducted during the Executive’s employment with the Bank, within twenty(20) miles of the primary office of Executive upon the termination of Executive’semployment with the Bank.  It is theparties’ desire that these restrictions be enforced to the fullest extentallowed by law.

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## 19.           The Executive agreesthat the restrictions set forth in Paragraph 18 above are ancillary to anotherwise enforceable agreement, are supported by independent valuableconsideration, and that the limitations as to time, geographical area, andscope of activity to be restrained by Paragraph 18 are reasonable andacceptable, and do not impose any greater restraint than is reasonablynecessary to protect the goodwill and other business interests of theBank.  The Executive further agrees thatsuch restrictions do not create undue hardship for him or for the public.  The provisions in this Section D are notintended to be construed as a general restraint from engaging in a lawfulprofession or a general covenant against competition.  Nothing herein will prohibit the Executive’s (i) beneficialownership of less than 5% of the 

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## publiclytraded capital stock of a corporation listed on a national securities exchangeso long as this is not a controlling interest, or (ii) ownership of mutualfund investments.  The Executive may notavoid the purpose and intent of this paragraph by engaging in conduct withinthe geographically limited area from a remote location through means such astelecommunications, written correspondence, computer generated or assistedcommunications, or other similar methods. The Executive agrees that if, at some later date, a court of competentjurisdiction determines that the non-solicitation agreement set forth in this Section Ddoes not meet the criteria set forth by applicable law, then such agreement maybe reformed by the court and enforced to the maximum extent permitted underapplicable law.  The Executiveunderstands that his obligations under this Section D shall not beassignable by him.

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## 20.           The Executive acknowledgesthat the covenants set forth in this Section D are a material inducementfor the Bank to execute and deliver this Agreement and to provide Executive thecompensation and benefits and other consideration provided hereunder.  The parties agree that the existence of anyclaim or cause of action of Executive against the Bank, whether predicated onthis Agreement or otherwise, will not constitute a defense to the enforcementby the Bank of such covenants. The covenants contained in this Section Dwill not be affected by any breach of any other provision hereof by any partyhereto.  In addition, Executive’sobligations under these provisions shall survive the termination of thisAgreement and Executive’s employment with the Bank.  Executive’s obligations in this Section Dare in addition to, and not in limitation or preemption of, all otherobligations of confidentiality which he may have to Bank under general legal orequitable principles, or other the Bank policies.

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# **D. **REMEDIES

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## 21.           In the event thatthe Executive violates any of the provisions set forth in this Agreementrelating to Section D, Executive acknowledges that the Bank would sufferimmediate and irreparable harm and would not have an adequate remedy at law formoney damages.  Accordingly, Executiveagrees that, without the necessity of proving actual damages or posting bond orother security, the Bank shall be entitled to temporary or permanent injunctionor injunctions to prevent breaches of such performance and to specificenforcement of such covenants in addition to any other remedy to which the Bankmay be entitled, at law or in equity.  Insuch a situation, the parties agree that the Bank may pursue any remedyavailable, including declaratory relief, concurrently or consecutively in anyorder as to any breach, violation, or threatened breach or violation of any ofthe provisions set forth in this Agreement relating to Section D, and thepursuit of any particular remedy or remedies shall not be deemed an election ofremedies or waiver of the right to pursue any other remedy.  To the extent that the provisions of thisParagraph 23 could be read to increase the geographic, temporal or other scopeof the restrictions set forth in this Agreement relating to Section D,such reading is not intended by the parties.

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# **E. **TERMINATION

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## 22.           This Agreement shallbe terminated by the Bank or the Executive as follows:

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

 

### (i)            The determination by the Board ofDirectors, in its reasonable discretion, that Executive has violated anyprovision of this Agreement or is grossly negligent in the performance of hisduties hereunder, and has failed to cure such violation or the effects of suchgross negligence within thirty (30) business days after written notice to theExecutive by the Bank specifying in reasonable detail the alleged violation;

 

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

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### (iii)          TheExecutive is convicted of a misdemeanor involving moral turpitude or anyfelony;

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### (iv)          The determination by the Board ofDirectors, in its reasonable discretion, that the Executive has engaged ingross misconduct in the course and scope of his employment with the Bankincluding indecency, immorality, insubordination, dishonesty, unlawfulharassment, use of illegal drugs, or fighting;

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

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### (vi)          The Executive is prohibited fromengaging in the business of banking or from being an officer or director of apublic company by any governmental regulatory agency having jurisdiction overthe Bank.

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In the event of termination of this Agreement forCause, the Bank shall have no liability to the Executive for any additionalpayments of salary or any benefits beyond the termination date, as except asotherwise required by law.  Any and allunvested stock or options to acquire stock shall be terminated and cancelled asof the termination date.  All vestedoptions must be exercised by the Executive within ninety (90) days of thetermination date and shall expire and be cancelled thereafter.

 

b.             Termination in the Best Interest of the Bank.  The Bank may terminate this Agreement at anytime if, in the reasonable discretion of the Board of Directors, it isdetermined that this Agreement or the Employment of the Executive may preventor otherwise encumber the Bank’s ability to enter into any agreement ortransaction that is in the best interest of the Bank.  In the event of termination of this Agreementin the best interest of the Bank, subject to Executive first executing theSeparation Agreement that is attached hereto as Exhibit C and thatSeparation Agreement becoming fully effective pursuant to its terms, thenExecutive shall be entitled to receive a severance payment in an amount equalto 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 anytime for any or no reason.  In the eventthat this Agreement is terminated for “no reason” at any time after theProbationary Period, , subject to Executive first executing the SeparationAgreement that is attached hereto as Exhibit C and that SeparationAgreement becoming fully effective pursuant to its terms, then Executive shallbe entitled to receive a severance payment in an amount equal to the payment ofthe Executive’s then current base salary for the lesser of the remaining termof this Agreement or six (6) months. All options which have not vested as of the termination date shallexpire and the Executive shall have ninety (90) days to exercise all vestedoptions as of the termination date and all unexercised vested options shallexpire and be cancelled thereafter.

 

d.             Termination for Change of Control. The Bank or theExecutive 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 hereinafter defined) and this Agreement is terminated by the Bank within one (1) yearthereafter, subject to Executive first executing the Separation Agreement thatis attached hereto 

 

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as Exhibit C and that Separation Agreementbecoming fully effective pursuant to its terms, then Executive shall beentitled to receive a severance payment in an amount equal to the payment 1.99times the Executive’s then current annual base salary. All options which havenot vested as of the termination date shall automatically vest as of thetermination date. If, during the term of this Agreement, there is a “Change ofControl” (as herein after defined) and this agreement is terminated by theExecutive within one (1) year thereafter and the Executive can demonstrate“Good Reason”, subject to Executive first executing the Separation Agreementthat is attached hereto as Exhibit C and that Separation Agreementbecoming fully effective pursuant to its terms, then Executive shall beentitled to receive a severance payment in an amount equal to the payment of1.99 times the Executive’s then current base salary. All options which have notvested as of the termination date shall automatically vest as of thetermination date.   Executive shall haveninety (90) days to exercise all vested options as of the termination date andall unexercised vested options shall expire and be cancelled thereafter. A “Changeof Control” shall mean (i) a sale of substantially all of the assets ofthe Bank to a third party, or (ii) a sale, or acquisition, by merger orotherwise, of a controlling interest of the equity securities of the Bank orthe Company. “Good Reason” shall mean (i) the post Change of Controlmanagement reduces the then current salary and benefits of the Executive andother management personnel do not incur a similar reduction, (ii) theduties of the Executive are substantially changed as set forth herein, or (iii) anew employee is retained by management to perform substantially the same dutiesas performed by the Executive.   In theevent that the Executive terminates this Agreement after a Change of Controland does not show Good Reason, no severance will be paid and all options whichhave not vested as of the termination date shall be cancelled.   Executive shall have ninety (90) days toexercise all vested options as of the termination date and all unexercisedvested options shall expire and be cancelled thereafter.

 

## 23.           If Executive diesduring the term of this Agreement and while in the employ of the Bank, thisAgreement will terminate automatically, without notice, on the date of theExecutive’s death and the Bank shall not have any further obligation toExecutive or his estate under this Agreement (other than death benefits payableunder any benefit plans to which Executive is a party), except that the Bankshall pay Executive’s estate that portion of Executive’s base salary accruedthrough 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 BudgetReconciliation Act (COBRA) of 1986, if Executive dies during the term of thisAgreement and while in the employ of the Bank, the Bank shall provide ormaintain any required health insurance benefits, for Executive’s spouse for thetime required by COBRA.

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## 24.           This Agreement willterminate immediately, without notice, in the event the Executive is preventedfrom performing his duties hereunder by reason of becoming physically ormentally disabled.  For purposes of thisAgreement, the term “disabled” shall have the meaning set forth in the Bank’slong-term disability plan or, if the Bank has no long-term disability plan ineffect at the time of the Executive’s disability, then “disabled” shall meanthat Executive has become physically or mentally incapable (excludinginfrequent and temporary absences due to ordinary illness) of performing theessential functions of his duties under this Agreement for a continuous periodof three (3) months, as determined by the Board of Directors upon theadvice of a qualified physician. During any period prior to termination duringwhich the Executive fails to perform his duties as a result of incapacity dueto physical or mental illness, the Executive shall continue to receive his fullsalary at the rate then in effect for such period until his employmentterminates pursuant to this Paragraph 28, provided that payments so made to theExecutive during such period shall be reduced by the sum of the amounts, ifany, payable to the Executive under any disability benefit plans of the Bankthat were not previously applied to reduce such payment.

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Executive acknowledgesthat all memoranda, notes, records, reports, manuals, books, papers, letters,client and customer lists, contracts, software programs, information andrecords, drafts of instructions, guides and manuals, and other documentation(whether in draft or final form), and other sales or financial information andaids relating to the Bank’s business, and any and all other documents

 

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containing Propriety Information furnished to theExecutive by any representative of the Bank or otherwise acquired or developedby the Executive in connection with his duties under this Agreement(collectively, the “Recipient Materials”) shall at all times be the property ofthe Bank.  Within three calendar days ofthe termination of this Agreement, the Executive shall return to the Bank, allRecipient Materials (including all Proprietary Information) that is in hispossession, custody or control.

 

## 25.           The provisions ofParagraphs 12-24, 27, 34 and 36 shall survive the termination of thisAgreement.

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# **F. **SEVERABILITY

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## 26.           If any term or otherprovision of this Agreement is held to be illegal, invalid or unenforceable byany rule of law or public policy:  (A) suchterm or provision shall be fully severable and this Agreement shall beconstrued and enforced as if such illegal, invalid or unenforceable provisionwere not a part hereof; (B) the remaining provisions of this Agreementshall remain in full force and effect and shall not be affected by suchillegal, invalid or unenforceable provision or by its severance from thisAgreement; and (C) there shall be added automatically as a part of thisAgreement a provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible and still be legal, valid andenforceable.  If any provision of thisAgreement is so broad as to be unenforceable, the provision shall be interpretedto be only as broad as is enforceable.

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# **G. **WAIVER

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## 27.           The partiesacknowledge and agree that the failure of either party to enforce any provisionof this Agreement shall not constitute a waiver of that particular provision,or of any other provisions of this Agreement.

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# **H. **SUCCESSORS AND ASSIGNS

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## 28.           The Executiveacknowledges and agrees that this Agreement may be assigned by the Bank to anysuccessor-in-interest and shall inure to the benefit of, and be fullyenforceable by, any successor and/or assignee; and this Agreement will be fullybinding upon, and may be enforced by the Executive against, any successorand/or assignee of the Bank.

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## 29.           The Executiveacknowledges and agrees that his obligations, duties and responsibilities underthis Agreement are personal and shall not be assignable, and that thisAgreement shall be enforceable by the Executive only.  In the event of the Executive’s death, thisAgreement shall be enforceable by the Executive’s estate, executors and/orlegal representatives, only to the extent provided herein.

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# **I. **CHOICE OF LAW

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## 30.           THIS AGREEMENT SHALLBE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THECONSTRUCTION, VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALLBE GOVERNED BY, THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TOPROVISION THEREOF REGARDING CONFLICT OF LAWS. IT IS STIPULATED THAT COLORADO HAS A COMPELLING STATE INTEREST IN THESUBJECT MATTER OF THIS AGREEMENT, AND THAT THE EXECUTIVE HAS OR WILL HAVE REGULARCONTACT WITH THE STATE OF COLORADO IN THE PERFORMANCE OF THIS AGREEMENT.

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# **J. **MODIFICATION

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## 31.           The partiesacknowledge and agree that this Agreement and the other agreements and plansreferenced herein constitute the complete and entire agreement between theparties; that each executed this Agreement based upon the express terms andprovisions set forth herein; that, in accepting employment with the Bank, theExecutive has not relied on any representations, oral or written, which are notset forth in this Agreement; that no previous agreement, either oral orwritten, shall have any effect on the terms or provisions of this Agreement;and that all previous agreements, either oral or written, are expresslysuperseded and revoked by this Agreement. No waiver shall be deemed a continuing waiver or a waiver of anysubsequent breach or default, either of a similar or different nature, unlessexpressly so stated in writing.

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## 32.           Except as otherwiseexpressly provided in this Agreement, no conditions, usage of trade, course ofdealing or performance, understanding or agreement purporting to modify, vary,explain or supplement the terms or conditions of this Agreement unlesshereafter made (i) in writing, (ii) referencing an express provisionin this Agreement, (iii) signed by the party to be bound, and (iv) inthe case of the Bank, approved by a disinterested majority of the Board ofDirectors.

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# **K. **INDEMNIFICATION

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## 33.           During the term ofthis Agreement, so long as the Executive has demonstrated good judgment anddiligence in performing his duties, the Bank shall indemnify the Executiveagainst all judgments, penalties, fines, amounts paid in settlement andreasonable expenses (including, but not limited to, attorneys’ fees) relatingto his employment by the Bank to the fullest extent permissible under the law,including, without limitation, federal and/or state banking laws andregulations, the Colorado Banking Code, as amended, the Colorado Corporationsand Associations Act, as amended, and the Bank’s Articles ofIncorporation.  To the extent permittedby law, the Bank shall purchase such indemnification insurance as the Board ofDirectors may from time to time determine.

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# **L. **ARBITRATION

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## 34.           Any dispute,controversy, or claim arising out of or relating to this Agreement or breachthereof, or arising out of or relating in any way to the employment of theExecutive or the termination thereof, shall be submitted to arbitration beforea private arbitrator in Denver, Colorado, pursuant to the Colorado UniformArbitration Act, C.R.S. §13-22-101, *et seq*.  Judgment upon the award rendered by thearbitrator may be entered in any court of competent jurisdiction.  In reaching his or her decision, thearbitrator shall have no authority to ignore, change, modify, add to or deletefrom any provision of this Agreement, but instead is limited to interpretingthis Agreement.  Notwithstanding thearbitration provisions set forth in this Agreement, the Executive and the Bankacknowledge and agree that nothing in this Agreement shall be construed torequire the arbitration of any claim or controversy arising under theNONINTERFERENCE, CONFIDENTIALITY AND NON-COMPETITION provisions of thisAgreement.  These provisions shall beenforceable by any court of competent jurisdiction and shall not be subject tothis Paragraph of the Agreement.  TheExecutive and the Bank further acknowledge and agree that nothing in thisAgreement shall be construed to prohibit Bank from applying to a Court ofcompetent jurisdiction for injunctive or equitable relief to protectProprietary Information, to preserve the status quo or to enforce theNONINTERFERENCE, CONFIDENTIALITY AND NON-COMPETITION provisions of thisAgreement pending conclusion of the arbitration.  The Executive and the Bank furtheracknowledge and agree that nothing in this Agreement shall be construed torequire arbitration of any claim for workers’ compensation or unemploymentcompensation.

 

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# **M. **LEGAL CONSULTATION

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## 35.           Each partyacknowledges that it has carefully read this Agreement, that he, she or it hashad an opportunity to consult with his, her or its attorney concerning themeaning, import and legal significance of this Agreement, that it understandsthe terms of the Agreement, that all understandings and agreements betweenExecutive and the Bank relating to the subjects covered in this Agreement arecontained in it, and that it has entered into the Agreement voluntarily and notin reliance on any promises or representations by the other than thosecontained in this Agreement.

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# **N. **MISCELLANEOUS

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## 36.           The Executive shallbe available, upon the request of the Bank, to testify or otherwise assist inlitigation, arbitration, or other disputes involving the Bank, or any of thedirectors, officers, employees, subsidiaries, or parent corporations of theBank, during the term of this Agreement and at any time following thetermination of this Agreement, with any fees and expenses related to theforegoing to be promptly paid by the Bank.

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## 37.           In the event eitherparty institutes arbitration or litigation to enforce or protect its rightsunder this Agreement, the substantially prevailing party in such arbitration orlitigation shall be entitled, in addition to all other relief, to reasonableattorneys fees, out-of-pocket costs, disbursements, and arbitrator’s feesrelating to such arbitration or litigation.

##  

## 38.           This Agreement maybe executed simultaneously in two or more counterparts, each of which shall bedeemed an original, but all of which shall together constitute one and the sameAgreement.

##  

## 39.           The Bank shall haveno obligation to set aside, earmark or entrust any fund or money with which topay its obligations under this Agreement. The Executive or any successor-in-interest to the Executive shall be andremain simply a general creditor of the Bank in the same manner as any othercreditor 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 IncomeSecurity Act of 1974, as amended (“ERISA”), the Bank intends that thisAgreement not be subject to ERISA.  If itis deemed subject to ERISA, it is intended to be an unfunded arrangement forthe benefit of a select member of management, who is a highly compensatedemployee of the Bank for the purpose of qualifying this Agreement for the “tophat” plan exception under sections 201(2), 301(a)(3) and 401(a)(1) ofERISA.  At no time shall the Executivehave or be deemed to have any lien nor right, title or interest in or to anyspecific investment or to any assets of the Bank.  If the Bank elects to invest in a lifeinsurance, disability or annuity policy upon the life of the Executive, thenthe Executive shall assist the Bank by freely submitting to a physicalexamination and supplying such additional information necessary to obtain suchinsurance or annuities.

##  

## 40.           When a reference ismade in this Agreement to a Paragraph or a Section, such references shall be toa Paragraph or a Section of this Agreement unless otherwiseindicated.  The headings contained inthis Agreement are for convenience of reference only and shall not affect inany 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 “withoutlimitation.”  The words “hereof,” “herein”and “hereunder” and words of similar import when used in this Agreement shallrefer to this Agreement as a whole and not to any particular provision in thisAgreement.  Each use herein of themasculine, neuter or feminine gender shall be deemed to include the othergenders.  Each use herein of the pluralshall include the singular and vice versa, in each case as the context requiresor as is otherwise appropriate.  The word“or” is used in the inclusive sense.  Anyagreement or instrument defined or referred to herein or in any agreement orinstrument that is referred to herein means such agreement or instrument asfrom time to time amended, modified or supplemented, including by waiver orconsent.  References to a person are alsoto its permitted successors or assigns.

 

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## 41.           Executiverepresents that his or her service as an employee of the Bank will not violateany agreement that:  (i) prohibitsExecutive from disclosing any information acquired prior to becoming employedby the Bank; or (ii) prohibits Executive from accepting employment withthe Bank or that will interfere with compliance with the terms of thisAgreement.  Executive further representsthat Executive has not previously, and will not in the future, disclose to Bankany proprietary information or trade secrets belonging to any previousemployer.  Executive acknowledges thatthe Bank has instructed Executive not to disclose to it any proprietaryinformation or trade secrets belonging to any previous employer.

 

# **O. **NOTICES

 

## 42.           All notices andother communications required or permitted to be given or delivered hereunderor by reason of the provisions of this Agreement shall be in writing and shallbe deemed to have been given properly if (a) delivered personally, (b) deliveredby a recognized overnight courier service, (c) sent by United States mail,postage prepaid, or (d) sent by facsimile transmission followed by aconfirmation copy delivered by recognized overnight courier service the nextday.  Such notices, requests, consentsand other communications shall be sent to the respective parties as follows (orat such other address for a party as shall be specified by like notice to theother 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 orother communication given pursuant to this Agreement shall be effective (i) inthe case of personal delivery, telex or facsimile transmission, when received; (ii) inthe case of mail, upon the earlier of actual receipt or five (5) businessdays after deposit with the United States Postal Service, first class certifiedor registered mail, postage prepaid, return receipt requested; and (iii) inthe case of a recognized overnight courier service, one (1) business dayafter delivery to the courier service together with all appropriate fees orcharges and instructions for overnight delivery.

* *

*[signature page follows]*

 

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*[signature page toEmployment Agreement]*

 

August 7,2009

 

EXECUTEDAS 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** |

 

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**Exhibit A**

 

**2009 CEO Short Term Incentive Comp Program**

 

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

 

This documentdescribes how this bonus pool will work.

 

***Determiningfactors***:  based on meeting or exceeding goals/budgets;

CEO

 
| Bank performance |   | 100 | % |
|------------------|--------|-----|---|

 

***Frequencyof payout***:  All CEO bonuses will be paid annuallyfollowing the Bank’s fiscal year results. The Compensation Committee of theBoard of Directors will review the overall size of the bonus pool, pursuant tothe Bank’s budget as approved by the Board of Directors, and recommend shortterm incentive payment to the CEO to the full Board for approval.

 

***Hurdles***: Eligibility and Potential annualpayouts are determined based on the CEO’s individual achievement of goals asestablished by the Board and overall Bank performance.  Key factors will include the achievement ofbudgeted key line items including total interest and non interest income,expense control, utilization of capital, net income before tax and satisfactoryor better regulatory ratings in all examination areas. In addition, the Boardwill consider the Bank’s performance relative to an identified list of peerbanks and evaluate Solera’s performance to the peer group as it considers theCEO’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 writtenindividual goals*determined and communicated by the Board.

 

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**Exhibit B**

 

**Stock Option Plan of the Company**

 

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

 

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**Exhibit C**

 

**SEPARATION AGREEMENT**

**[form to be completed at time ofseparation]**

 

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

 

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

 

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

 

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

 

(A)          severancepay in the aggregate gross amount of $**    [insert appropriate amount per EmploymentAgreement]   ,**lessapplicable withholding taxes, payable as follows: **[insertappropriate payment schedule]**; and

 

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

 

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

 

4.             Employee hereby releases Employer and itsparent, subsidiary, and sister companies, and their respective officers,directors, agents, shareholders, employees, and benefit plans (collectively “ReleasedPersons”) of and from any and all past, present, or future actions, causes ofactions, claims, demands, damages, expenses, charges, complaints, obligationsand liability of any nature or kind whatsoever on account of, or in any waygrowing out of, his employment with or separation from employment withEmployer, whether such liability or damages are accrued or unaccrued, known orunknown at this time.  This releaseincludes, without limitation, any and all rights or claims under any common lawtheory such as defamation, intentional infliction of emotional distress, outrageousconduct, breach of contract, invasion of privacy, wrongful discharge, breach ofimplied covenant, and any claim of

 

15

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discrimination onthe basis of sex, race, creed, religion, age, disability, sexual orientation,or national origin under any municipal ordinance or under any statute of theUnited States or Colorado, including without limitation, any claim under TitleVII of the 1964 Civil Rights Act, The Civil Rights Acts of 1866 and 1871, theAmericans with Disabilities Act,  theColorado Civil Rights Act (C.R.S. Sections 24-34-301 *et seq.*and24-34-401 *et seq.*), and the Age Discrimination inEmployment 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 alreadyvested as of the Separation Date to benefits under Employer’s 401(k) Plan;

 

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

 

(C)           any claims which Employee may have underColorado statutes for workers compensation benefits and/or unemploymentcompensation benefits; and

 

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

 

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

 

7.             Employee agrees and covenants that at notime will he use, disclose, communicate, or transmit to other persons anyConfidential Information of Employer. For purposes of this Agreement, “Confidential Information” shall meanany information or material of a confidential nature or proprietary to Employerwhich is not generally available to the public, to which Employee obtainedknowledge or access as a result of Employee’s employment with Employer.  Confidential Information includes allinformation designated as such by Employer, but the absence of such adesignation shall not prevent information from being Confidential Informationif 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 disclosedsuch confidential information to any other person or entity, except to his attorneys,tax advisors, and spouse.  Employeeagrees that hereafter he will not disclose any such confidential information toany other person or entity, except to his attorneys, tax advisors, spouse, oras required by law or court order.   Anydisclosure of such confidential information by Employee’s attorneys, taxadvisors, or spouse will be deemed to be a disclosure by Employee.

 

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

 

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9.             This Separation Agreement constitutes theentire agreement between Employee and Employer concerning his employment withEmployer and his separation from employment with Employer and supersedes allprior agreements relating thereto, and there are no other promises,understandings, or agreements relating thereto except as may be providedherein.   Both parties agree andacknowledge that they have not relied upon any representation, whether writtenor oral, of the other party in connection with entering into this SeparationAgreement.  Nothing in this Agreementshall be construed as an admission of liability or wrongdoing by eitherparty.  The purpose of this Agreement issolely to amicably resolve all issues relating to Employee’s employment and separationfrom employment with Employer and to provide transitional assistance toEmployee.  No rules of constructionbased upon which party drafted any portion of this Agreement shall beapplicable in the event of any dispute over its meaning or interpretation.  This Agreement shall be construed andenforced in accordance with the law of the State of Colorado.  If any provision of this Agreement is foundto be invalid or unenforceable by a court of competent jurisdiction, theremaining terms of this Agreement will remain in full force and effect, and anyCourt having jurisdiction shall modify any such invalid or unenforceableprovision to the extent necessary for it to be valid and enforceable.

 

**10.****         ****Employee understands that this isan important legal document.  Employee isadvised to consult with an attorney before signing this SeparationAgreement.  Employee has 21 days afterreceiving this Separation Agreement to consider it, and if Employee chooses toagree to the terms of this Separation Agreement, Employee understands that hemust sign and return this Separation Agreement to Employer within that 21-dayperiod.  If Employee signs thisSeparation Agreement, he will then have the right to revoke this SeparationAgreement by delivering written notice of revocation, but such notice must bereceived by Employer within seven days after the date that Employee signed thisSeparation Agreement.  If this SeparationAgreement is not signed and delivered within 21 days, or if it is revokedwithin the seven day period, neither Employee nor Employer will have any rightsor obligations under this Separation Agreement. The Effective Date of this Separation Agreement is the eighth day afterEmployee signs it, unless Employee revokes it as described above.**

 

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

 

[signatures onfollowing page]

 

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Signature page toSeparation Agreement

 

The duly authorized parties have caused thisSeparation 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 acknowledgedbefore 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 acknowledgedbefore 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 acknowledgedbefore 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 |

 

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