EX-10.1






EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of
October, 2006, by and between Alta Alliance Bank, a California corporation (hereinafter
“Bank”), and Arnold T. Grisham, an individual (hereinafter “Executive”).



RECITALS: 




A. Bank is a newly organized entity that will be engaged in the business of commercial
banking;



B. Executive will be employed at will by Bank as its President and Chief Executive Officer,
subject to the terms and conditions of this Agreement;



C. The services to be rendered by the Executive under this contract require professional
education, skills and experience; and



D. The parties desire to provide the terms and conditions of employment and the benefits to be
provided by the Bank to the Executive.



AGREEMENTS




A. POSITIONS AND DUTIES



1. Position and Responsibilities. During the term of this Agreement, Executive will
serve as the President and Chief Executive Officer of Bank and will report to Bank’s Board of
Directors (the “Board”) and to the Chief Executive Officer of the Bank’s holding company (the
“CEO”), Western Alliance Bancorporation (“Company”). In this capacity, Executive shall have such
duties, authorities and responsibilities as are commensurate with such position(s) and such other
duties and responsibilities as the Board or the Company shall designate that are consistent with
such position(s). Executive will devote his full time to the affairs of Bank and will faithfully
and diligently perform all such duties and responsibilities. During the term of this Agreement,
Executive (a) will devote his full working time, attention, energies and skills exclusively to the
business and affairs of Bank and its affiliates; (b) will exercise the highest degree of loyalty
and the highest standards of conduct in the performance of his duties; (c) will not, except as
noted herein, engage in any other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage, without the express written consent of the
Bank; and (d) will not take any action that deprives the Bank of any business opportunities or
otherwise act in a manner that conflicts with the best interests of the Bank or that is detrimental
to the business of the Bank; provided, however, this Section 1 shall not be construed as preventing
Executive (y) from investing his personal assets in such form or manner as will not require his
services in the daily operations and affairs of the businesses in which such investments are made,
or (z) from participating in charitable or other not-for-profit activities as long as such
activities do not interfere with Executive’s work for the Bank (or its affiliates).



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2. Board of Directors; Holding Company Officer. So long as this Agreement is in
effect, Executive also will serve as a member of the Board of Directors of the Bank and will be an
executive officer of the Company. Unless otherwise agreed to in writing by the parties, any
termination of Executive’s employment pursuant to Section C below shall constitute his resignation
as both a director of the Bank and an officer of the Company, without any further notice or action
by either party.



B. COMPENSATION AND RELATED MATTERS.



1. Base Salary. Subject to termination of this Agreement pursuant to Section C below,
Executive will be entitled to receive an annual base salary (the “Base Salary”) in the amount of
$200,000 in the first year of this Agreement, $210,000 in the second year, and $220,000 in the
third year. Thereafter, Executive’s Base Salary may be adjusted at such times and in such amounts
as the CEO and the Company’s Compensation Committee (the “Committee”), in its sole discretion,
deems just and equitable. The Base Salary shall be payable in equal installments in accordance
with Bank’s general salary payment policies in effect during the term hereof.



2. Annual Bonus. In addition to the Base Salary, after the Bank has achieved
profitability for a fiscal year, Executive will be eligible to receive an annual performance bonus
(the “Annual Bonus”), determined in accordance with the Company’s compensation policies, standards
and procedures, as these may change from time to time in Company’s sole discretion.



3. Benefit Plans. Executive will be afforded the benefits associated with any group
benefit plan, medical plan, disability insurance plan, life insurance plan and/or any other benefit
plans either currently in effect or as may be established from time to time by Bank for which an
officer of Bank is or may be eligible to participate. Further, Executive may participate in any
incentive compensation plan, pension or profit sharing plan and any incentive stock option or other
stock plan either currently in effect or as may be established from time to time by Bank or the
Company for which an officer of Bank or an executive officer of the Company is or may be eligible
to participate. Notwithstanding the foregoing, Executive will not be entitled to participate in
any discretionary plan unless participation is approved by Bank in accordance with the terms and
conditions of such plan.



4. Expenses. Bank will pay for or reimburse Executive for all ordinary and necessary
business expenses and promotional expenses incurred or paid by Executive in furtherance of Bank’s
business, all of which will be paid in accordance with Bank’s policies and procedures of general
application. Executive agrees to submit to Bank such documentation as may be necessary to
substantiate such expenses.



5. Office Facilities. Bank will operate and maintain facilities, and will provide at
its expense, equipment and supplies, suitable to Executive’s position and adequate for the
performance of his duties under and pursuant to this Agreement.



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6. Vacation. Executive will be entitled to a paid annual vacation of 20 days during
each calendar year of this Agreement to be pro rated in accordance with Bank policy during any
partial year of service under this Agreement. Executive’s vacation will be scheduled at those
times most convenient to the Bank’s business, as determined by the Board and the CEO.



7. Illness and Disability. Executive will be entitled to sick leave each calendar
year in accordance with normal Bank policy, to be pro rated during any partial year of service
under this Agreement.



C. TERM AND TERMINATION.



1. Notwithstanding any other term or provision of this Agreement, Executive shall be an “at
will” employee of the Bank. This Agreement shall begin as of the date hereof and shall continue in
effect until terminated as provided in this Section C.



2. Termination for Cause. Upon termination of Executive’s employment hereunder for
cause, Executive will be entitled to receive only such compensation and benefits as are due
Executive through the effective date of such termination. The term “Cause” for purposes of this
Agreement shall mean any of the foregoing acts or circumstances:



(a) Executive’s conviction of or entrance of a plea of guilty or nolo
contendere to a felony;



(b) Fraudulent conduct by Executive, whether or not in connection with the
business affairs of the Bank;



(c) Theft, embezzlement, or other criminal misappropriation of funds by
Executive, whether or not from the Bank;



(d) An order from the Federal Deposit Insurance Corporation, the California
Department of Financial Institutions or other state or federal agency having
regulatory jurisdiction over the Bank’s or the Company’s business affairs
requiring Executive to be removed from office pursuant to authority granted by
applicable law;



(e) Executive’s failure to comply with any reasonable and lawful direction of
the Board or the CEO, any provision of this Agreement, or any rule, regulation or
policy established by the Board or the Company from time to time regarding the
conduct of the Bank’s business; or



(f) Executive’s failure to perform his duties and responsibilities hereunder
in good faith and in accordance with reasonable business judgment, as determined
by the Board or the Company reasonably and in good faith.



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The Bank will provide written notice of a termination for cause hereunder and, with respect to
a purported violation of paragraph (e) above that is curable within 30 days of notice thereof, as
determined in the sole discretion of the Bank, will afford Executive an opportunity to cure the
purported violation during such 30-day period.



3. Termination Upon Voluntary Resignation. In the event Executive voluntarily resigns
his employment Bank (except on account of a material demotion or a material reduction in
responsibility), Executive will be entitled to receive only such compensation and benefits as are
due Executive through the effective date of such resignation.



4. Termination Upon Death of Executive. If Executive dies, then this Agreement will
terminate and Bank will pay to Executive’s spouse, or if no spouse is then living, then to the
estate of Executive, the compensation and benefits (including any life insurance benefits provided
to Executive’s estate under Bank’s standard policies as in effect) due Executive through the date
of his death.



5. Termination Upon Disability of Executive. If, during the term of this Agreement,
Executive is unable to perform the services required of Executive pursuant to this Agreement for a
continuous period of three months due to disability or incapacity by reason of any physical or
mental illness or drug/alcohol addiction, then Bank will have the right to terminate this Agreement
at the end of said three-month period. Executive will be entitled to his normal compensation and
benefits through the date of his termination, plus the severance compensation described in Section
C.6 hereof.



6. Termination by Bank Other than for Cause. Except as otherwise provided in
Subsection 7 below, if Bank elects to terminate Executive’s employment hereunder (which shall
include a material demotion or a material reduction in responsibility) for any reason other than
for cause, Executive will be entitled to receive an amount equal to eighteen (18) months salary (at
a monthly rate based upon Executive’s then current or last annual Base Salary under section B(1) of
this Agreement). The Bank may satisfy its obligations under this Subsection 6, at its option,
either (i) by tendering Executive a lump sum severance payment equal to the amount Executive is
entitled to receive for the remaining term of this Agreement, or (ii) by payment of 18 equal
monthly installments.



7. Termination by Bank Following Change of Control. In the event this Agreement or
Executive’s employment is terminated (which shall include a material demotion or a material
reduction in responsibility) without Cause within twelve (12) months after the occurrence of a
Change of Control, then the Bank, or any assignee or successor in interest, shall pay Executive an
amount equal to twenty-four (24) months salary (at a monthly rate based upon Executive’s then
current or last annual Base Salary under section B(1) of this Agreement). The Bank may satisfy its
obligations under this Subsection 6, at its option, either (i) by tendering Executive a lump sum
severance payment equal to the amount Executive is entitled to receive for the remaining terms of
this Agreement, or (ii) by payment of 24 equal monthly installments. For the purposes of this
Agreement, a “Change of Control” shall be deemed to have occurred in any of the following
instances:




(a) The dissolution or liquidation of the Company or a merger, consolidation, or
reorganization of the Company with one or more other entities in which the Company is not
the surviving entity;




(b) The sale of all or substantially all of the Company’s assets to another person or
entity; or




(c) Any transaction (including without limitation a merger or reorganization in which
the Company is the surviving entity) which results in any person or entity (other than
persons who are stockholders or Affiliates immediately prior to the transaction) owning 50%
or more of the combined voting power of all classes of stock of the Company. For purposes
of this subsection (c), “Affiliate” shall mean any company or other trade or business that
directly or indirectly controls, is controlled by or is under common control with the
Company within the meaning of Rule 405 of Regulation C under the Securities Act.



8. Release. Receipt of payment or other benefits to be provided to Executive under
this Agreement following termination of Executive’s employment hereunder will be subject to
Executive’s compliance with any reasonable and lawful policies or procedures of Bank relating to
employee severance including, but not limited to, (i) the execution and delivery by Executive of a
release reasonably satisfactory to Bank of any and all claims that Executive may have against Bank
or any related person, except for the continuing obligations provided herein or the gross
negligence of Bank, and (ii) an agreement that Executive not disparage Bank.



D. CONFIDENTIALITY; RESTRICTIVE COVENANTS.



1. Confidentiality. Executive acknowledges that Bank competes in the highly
competitive banking industry. Executive further acknowledges that Bank will acquire certain
confidential business information and trade secrets, including (without limitation) customer lists
and other customer information, mailing lists, pricing information, sales data, business techniques
and know-how, which confidential business information and trade secrets will be utilized by Bank to
obtain a competitive advantage. Executive further acknowledges that the continued confidentiality
of such business information and trade secrets is vital to the Bank’s continued competitiveness.
Executive agrees to hold all such confidential business information and trade secrets received from
Bank in the strictest confidence and, unless the Executive shall first secure advance written
permission from Bank, Executive will not divulge, disclose or communicate (directly or indirectly)
to any other person, firm or corporation in any manner whatsoever any of Bank’s confidential
business information or trade secrets irrespective of whether Executive remains employed by Bank.
Upon termination of employment with Bank, for any reason whatsoever, Executive shall promptly
deliver to Bank all manuals, letters, notes, notebooks, reports, customer lists, mailing lists,
pricing lists, sales data and all other material and records of any kind (and all copies thereof)
pertaining to Bank’s business that may be within Executive’s possession or control.



2. Noncompetition. During his employment hereunder and for a period of 24 months
thereafter (together, the “Restrictive Period”), Executive will not, within the Restricted
Geographic Area, engage in any Competitive Business (a) in the same or similar capacity or function
to that in which Executive worked for the Bank, (b) in any executive level or senior management
capacity, or (c) in any other capacity in which Executive’s knowledge of the Bank’s confidential
information or the customer goodwill Executive helped to develop on behalf of the Bank would
facilitate or support Executive’s work for such competitor or competitive enterprise. For purposes
of this Agreement, the term “Restricted Geographic Area” means Alameda, Contra Costa, San Francisco
and Santa Clara Counties, California. For purposes of this Agreement, the term “Competitive
Business” means any business that provides products and services similar to and competitive with
the products and services provided by the Bank (or any of its subsidiaries or affiliates) as of the
date of termination of employment. Notwithstanding the foregoing, Executive may make and retain
investments in less than five percent (5%) of the equity of any entity engaged in a Competitive
Business, if such equity is listed on a national securities exchange or regularly traded in an
over-the-counter market.



3. No Solicitation of Employees. During the Restrictive Period, Executive shall not,
directly or indirectly, on behalf of Executive or any other person, employ or solicit for
employment by other than the Bank or an affiliate any person known by Executive to be employed by
the Bank or any affiliate at the time of such employment or solicitation.



4. No Solicitation of Customers. During Executive’s employment with the Bank and for
a period of one year after the date such employment is terminated for any reason, Executive shall
not: (i) provide, sell, market or endeavor to provide, sell or market any Competing
Products/Services to any of the Bank’s Customers, or otherwise solicit or communicate with any of
the Bank’s Customers for the purpose of selling or providing any Competing Products/Services, and
(ii) urge, induce or seek to induce any of the Bank’s Customers to terminate their business with
the Bank or to cancel, reduce, limit or in any manner interfere with the Bank’s Customers’ business
with the Bank. For purposes of this Agreement, the term “Competing Products/Services” means any
products or services similar to or competitive with the products or services offered by the Bank
(or any of its subsidiaries or affiliates). For purposes of this Agreement, the term “Bank’s
Customers” means any person or entity that has engaged in any banking services with, or has
purchased any products or services from, the Bank (or any of its subsidiaries or affiliates) at any
time during the period of Executive’s employment with the Bank.



5. Specific Performance; Forfeiture of Severance. Executive acknowledges that a
violation on Executive’s part of any of the covenants contained in this Section D would cause
immeasurable and irreparable damage to Bank. Accordingly, Executive agrees that Bank shall be
entitled to injunctive relief in any court of competent jurisdiction (including, but not limited
to, temporary restraining orders, preliminary injections and/or permanent injunctions), without
having to post any bond or other security, to restrain or prohibit any actual or threatened
violation of any such covenant. In addition, whether or not Bank seeks or obtains such injunctive
relief, if Bank determines that Executive has violated any of the covenants contained in this
Section D, or if Executive shall challenge the validity or enforceability of any such covenant in
any judicial or non-judicial proceeding, Executive immediately shall (a) forfeit his right to
receive (and Bank shall no longer be obligated to pay) any amounts otherwise payable to Executive
under Subsections (6) and (7) under Section C above, and (b) repay to Bank all such amounts
received by Executive. Bank and Executive acknowledge and agree that the foregoing remedies are in
addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be
available to Bank in connection with Executive’s breach, or threatened breach, of any covenant
provision set forth in this Section D. Executive agrees that in the event that any arbitrator or
court of competent jurisdiction shall finally hold that any provision of this Section D is not
enforceable for any reason against Executive, the provisions of such this Section D shall not be
rendered void, but shall apply to such extent as such arbitrator or court may determine constitutes
a reasonable restriction under the circumstances.



6. Survival. This Section D shall survive the termination of Executive’s employment
with Bank and shall be binding upon Executive’s successors and assigns.



E. INDEMNIFICATION



In addition to any other indemnification rights Executive may have, and subject to any
limitations imposed by the Bank’s Articles of Incorporation or Bylaws (as may amended from time to
time) or by applicable laws and regulations, Bank will indemnify Executive against all expenses
incurred by him (including by example and not limitation, attorneys’ fees, judgments, fines and
penalties which may be incurred, rendered or levied in any legal matter brought against him) for or
on account of any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, with respect to which he was or is a party or is
threatened to be made a party, by reason of the fact that he is or was an officer, director,
employee or agent of Bank or the Company, or is or was serving at the request of Bank or the
Company as an officer, director, employee or agent of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise if he acted, or omitted to act, in
good faith and in a manner he reasonably believed to be in or not opposed to the best interest of
Bank or the Company, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.



F. MISCELLANEOUS.



1. Notices. Any notice, election or communication to be given under this Agreement
will be in writing and delivered in person or deposited, certified or registered, in the United
States mail, postage prepaid, addressed as follows:



	 	 	 	 	 
	If to Bank:
	 	Chairman of the Board

	 
	 	1951 Webster
	 
	 	Oakland, California  94612

	With Copy To:
	 	Western Alliance Bancorporation

	 
	 	2700 West Sahara Avenue
	 
	 	Las Vegas, Nevada  89102

	 
	 	Attention:  Chief Executive Officer







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	If to Executive:
	 	Arnold T. Grisham

	 
	 	7831 Hansom Drive
	 
	 	Oakland, California  94605







or to such other address as Bank or Executive may, from time to time, designate in writing by
notice hereunder. Notices delivered hereunder will be deemed effective on the date of delivery, if
it is delivered in person, or when deposited in the U.S. mail, postage prepaid.



2. Entire Agreement. This Agreement constitutes and embodies the full and complete
understanding and agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior understandings or agreements, whether oral or in writing.



3. Amendment. This Agreement may only be amended in writing and signed by both
parties hereto.



4. Binding Nature. This Agreement will be binding upon and inure to the benefit of
Bank and its successors and assigns, and upon Executive and his heirs and legal representatives.



5. Captions; Headings. The captions and paragraph headings included in this Agreement
are for convenience of reference only and do not constitute a part of this Agreement.



6. Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be considered a duplicate original.



7. Withholding. Executive acknowledges and agrees that payments made to Executive by
Bank pursuant to the terms of this Agreement may be subject to tax withholding and that Bank may
withhold against payments due Executive any such amounts as well as any other amounts payable by
Executive to Bank.



8. Assignment by Bank. Nothing in this Agreement will preclude Bank from
consolidating or merging into or with, or transferring all or substantially all of Bank’s assets
to, another corporation or entity that assumes this Agreement and all obligations and
understandings of Bank hereunder. Upon such consolidation, merger or transfer of assets and
assumption, the term “Bank” as used herein will mean such other corporation or entity, and this
Agreement will continue in full force and effect.



9. Assignment by Executive. This Agreement, or any right or interest hereunder, may
not be assigned by Executive, his beneficiaries or legal representatives, without Bank’s prior
written consent, provided, however, that nothing in this subsection will preclude Executive from
designating a beneficiary to receive any benefit hereunder upon Executive’s death, or will preclude
the executors, administrators or other legal representatives of Executive or his estate from
assigning any right or interest hereunder to the person or persons entitled to such right or
interest.



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10. Modification. No modification, supplement, amendment or waiver of this Agreement
will be binding unless executed in writing by both Bank and Executive. A waiver of any of the
provisions of this Agreement will not be deemed to or constitute a waiver of any other provision
hereof, nor will any such waiver constitute a continuing waiver unless otherwise expressly
provided.



11. Governing Law. This Agreement has been executed and delivered in the State of
California, and its validity, interpretation, performance and enforcement will be governed by the
laws of that state.



12. Arbitration. Except as provide in Subsection (5) of Section D above regarding
injunctive relief, any controversy or claim arising out of or relating to this Agreement or the
breach thereof, shall be settled by binding arbitration in the City of Oakland, California, in
accordance with the laws of the State of California by three arbitrators, one of whom shall be
appointed by the Bank, one by Executive and the third of whom shall be appointed by the first two
arbitrators. The arbitration shall be conducted in accordance with the rules of the American
Arbitration Association, except with respect to the selection of arbitrators which shall be as
provided in this Subsection 12. Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof. The expenses of arbitration, and the fees of the
arbitrators, shall be paid by the party determined by the arbitrators as the non-prevailing party.
In addition, the prevailing party shall be entitled to recover its costs, including reasonable
attorneys’ fees, incurred in connection with the arbitration, any proceeding under Subsection (5)
of Section D and any subsequent enforcement of any arbitration award in court.



IN WITNESS WHEREOF, this Agreement is entered into the day and year first above written.



	 	 	 
	ALTA ALLIANCE BANK

	 	‘EXECUTIVE’
	 
	 	 
	By: /s/ Steven Callaway

	 	/s/ Arnold T. Grisham
	 

	 	 
	Its: Chairman of the Board

	 	Arnold T. Grisham
	 

	 	

	 
	 	 
	CONSENT OF COMPANY:

	 	

	 
	 	 
	Western Alliance Bancorporation

	 	

	 
	 	 
	By: /s/ Robert Sarver

	 	

	 

	 	

	Its: CEO

	 	

	 

	 	

	 
	 	 







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