ONLY TO THE
EXTENT PROVIDED HEREIN.
I.
CHOICE OF LAW
30.
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF
COLORADO, WITHOUT GIVING EFFECT TO PROVISION THEREOF REGARDING CONFLICT OF
LAWS.
IT IS STIPULATED THAT COLORADO HAS A COMPELLING STATE INTEREST IN THE
SUBJECT MATTER OF THIS AGREEMENT, AND THAT THE EXECUTIVE HAS OR WILL HAVE
REGULAR CONTACT WITH THE STATE OF COLORADO IN THE PERFORMANCE OF THIS AGREEMENT.
8
J.
MODIFICATION
31.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND THE
OTHER AGREEMENTS AND PLANS REFERENCED HEREIN CONSTITUTE THE COMPLETE AND ENTIRE
AGREEMENT BETWEEN THE PARTIES; THAT EACH EXECUTED THIS AGREEMENT BASED UPON THE
EXPRESS TERMS AND PROVISIONS SET FORTH HEREIN; THAT, IN ACCEPTING EMPLOYMENT
WITH THE BANK, THE EXECUTIVE HAS NOT RELIED ON ANY REPRESENTATIONS, ORAL OR
WRITTEN, WHICH ARE NOT SET FORTH IN THIS AGREEMENT; THAT NO PREVIOUS AGREEMENT,
EITHER ORAL OR WRITTEN, SHALL HAVE ANY EFFECT ON THE TERMS OR PROVISIONS OF THIS
AGREEMENT; AND THAT ALL PREVIOUS AGREEMENTS, EITHER ORAL OR WRITTEN, ARE
EXPRESSLY SUPERSEDED AND REVOKED BY THIS AGREEMENT.
NO WAIVER SHALL BE DEEMED A
CONTINUING WAIVER OR A WAIVER OF ANY SUBSEQUENT BREACH OR DEFAULT, EITHER OF A
SIMILAR OR DIFFERENT NATURE, UNLESS EXPRESSLY SO STATED IN WRITING.
32.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NO
CONDITIONS, USAGE OF TRADE, COURSE OF DEALING OR PERFORMANCE, UNDERSTANDING OR
AGREEMENT PURPORTING TO MODIFY, VARY, EXPLAIN OR SUPPLEMENT THE TERMS OR
CONDITIONS OF THIS AGREEMENT UNLESS HEREAFTER MADE (I) IN WRITING,
(II) REFERENCING AN EXPRESS PROVISION IN THIS AGREEMENT, (III) SIGNED BY THE
PARTY TO BE BOUND, AND (IV) IN THE CASE OF THE BANK, APPROVED BY A DISINTERESTED
MAJORITY OF THE BOARD OF DIRECTORS.
K.
INDEMNIFICATION
33.
DURING THE TERM OF THIS AGREEMENT, SO LONG AS THE EXECUTIVE HAS
DEMONSTRATED GOOD JUDGMENT AND DILIGENCE IN PERFORMING HIS DUTIES, THE BANK
SHALL INDEMNIFY THE EXECUTIVE AGAINST ALL JUDGMENTS, PENALTIES, FINES, AMOUNTS
PAID IN SETTLEMENT AND REASONABLE EXPENSES (INCLUDING, BUT NOT LIMITED TO,
ATTORNEYS' FEES) RELATING TO HIS EMPLOYMENT BY THE BANK TO THE FULLEST EXTENT
PERMISSIBLE UNDER THE LAW, INCLUDING, WITHOUT LIMITATION, FEDERAL AND/OR STATE
BANKING LAWS AND REGULATIONS, THE COLORADO BANKING CODE, AS AMENDED, THE
COLORADO CORPORATIONS AND ASSOCIATIONS ACT, AS AMENDED, AND THE BANK'S ARTICLES
OF INCORPORATION.
TO THE EXTENT PERMITTED BY LAW, THE BANK SHALL PURCHASE SUCH
INDEMNIFICATION INSURANCE AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME
DETERMINE.
L.
ARBITRATION
34.
ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR BREACH THEREOF, OR ARISING OUT OF OR RELATING IN ANY WAY TO
THE EMPLOYMENT OF THE EXECUTIVE OR THE TERMINATION THEREOF, SHALL BE SUBMITTED
TO ARBITRATION BEFORE A PRIVATE ARBITRATOR IN DENVER, COLORADO, PURSUANT TO THE
COLORADO UNIFORM ARBITRATION ACT, C.R.S. §13-22-101, ET SEQ.
JUDGMENT UPON THE
AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT