REASONABLY SATISFACTORY TO INDEMNITEE, ALL OF
THE COMPANY'S OBLIGATIONS HEREUNDER TO THE SAME EXTENT, AND IN SUBSTANTIALLY THE
SAME MANNER, AS THE COMPANY PRIOR TO SUCH SUCCESSION. THIS AGREEMENT SHALL
CONTINUE IN EFFECT REGARDLESS OF WHETHER INDEMNITEE CONTINUES TO SERVE AS A
DIRECTOR OR OFFICER OF THE COMPANY OR OF ANY OTHER ENTERPRISE AT THE COMPANY'S
REQUEST.
18.
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT (INCLUDING ANY
PROVISION WITHIN A SINGLE SECTION, PARAGRAPH OR SENTENCE) IS HELD BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID, VOID OR OTHERWISE UNENFORCEABLE IN ANY
RESPECT: (A) THE VALIDITY AND ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY
OTHER RESPECT AND OF THE REMAINING PROVISIONS HEREOF SHALL NOT BE IN ANY WAY
IMPAIRED AND SHALL REMAIN ENFORCEABLE; (B) SUCH PROVISION OR PROVISIONS SHALL BE
DEEMED TO HAVE BEEN REFORMED TO THE MINIMUM EXTENT NECESSARY TO CONFORM TO
APPLICABLE LAW; AND (C) TO THE FULLEST EXTENT POSSIBLE, THE PROVISIONS OF THIS
AGREEMENT (INCLUDING EACH PORTION OF ANY SECTION, PARAGRAPH OR SENTENCE OF THIS
AGREEMENT CONTAINING ANY PROVISION HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE
THAT IS NOT ITSELF INVALID, ILLEGAL OR UNENFORCEABLE) SHALL BE CONSTRUED TO AS
TO GIVE EFFECT TO THE INTENT MANIFESTED THEREBY.
19.
EFFECTIVE DATE. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE
HEREOF AND SHALL APPLY TO ANY CLAIM FOR INDEMNIFICATION BY INDEMNITEE ON OR
AFTER SUCH DATE.
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20.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF. EXCEPT WITH RESPECT TO ANY ARBITRATION
COMMENCED BY INDEMNITEE PURSUANT TO SECTION 8, THE COMPANY AND INDEMNITEE EACH
HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
COLORADO, CITY AND COUNTY OF DENVER FOR ALL PURPOSES IN CONNECTION WITH ANY
ACTION OR PROCEEDING WHICH ARISES OUT OF OR RELATES TO THIS AGREEMENT.
21.
INTEGRATION AND ENTIRE AGREEMENT. THIS AGREEMENT SETS FORTH THE
ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDES AND MERGES ALL
PREVIOUS WRITTEN AND ORAL NEGOTIATIONS, COMMITMENTS, UNDERSTANDINGS AND
AGREEMENTS RELATING TO THE SUBJECT MATTER HEREOF BETWEEN THE PARTIES HERETO,
EXCEPT THAT THIS AGREEMENT IN ADDITION TO, AND NOT IN LIMITATION OF, THE RIGHT
OF INDEMNITEE UNDER ANY PROVISIONS ON THE SUBJECT MATTER HEREOF CONTAINED IN THE
CHARTER DOCUMENTS.
22.
NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. NOTHING CONTAINED IN THIS
AGREEMENT SHALL BE CONSTRUED AS GIVING INDEMNITEE ANY RIGHT TO BE RETAINED IN
THE EMPLOY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATED ENTITIES.
Signature page follows.
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The Company and Indemnitee are signing this Agreement as of the date set forth
above.
COBIZ INC.
By:
/s/ Steve Bangert
Name:
Steve Bangert
Title:
Chairman of the Board and C.E.O.
INDEMNITEE:
/s/ Troy Dumlao
Troy Dumlao
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