EMPLOYEE AGREEMENT (FOR AN EXECUTIVE VICE PRESIDENT)

THIS EMPLOYEE AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Employee").

The parties agree as follows:

1. EMPLOYMENT: Company will employ Employee as its Executive Vice-President, and Employee agrees to serve in that capacity. Employee promises to dedicate full time, attention and energies to employment with Company. Employee further promises to report to Company's president, carry out president's and the Company's "Board of Directors" decisions and otherwise abide by and enforce the policies of Company. Employee shall also perform such other reasonable duties as may hereafter be assigned by Company consistent with Employee's abilities and position. Employee will not engage in any other employment during the term of this Agreement, nor shall he engage in self-employed activities. Employee also recognizes that Company's success and recognition depend on involvement with charitable and social organizations. In this regard, Employee agrees to engage in such social and charitable activities or organizations as are consistent with Employee's position with Company. Employee further agrees to behave at all times in a manner that reflects upon Company in a positive fashion.

2. TERM: The term of this Agreement shall be for [_____________] year, unless terminated sooner pursuant to the other provisions of this Agreement.
The parties agree that this contract shall automatically renew itself for successive additional terms of [_____________] year(s) unless either party gives the other [_____________] days written notice of intent not to renew the Agreement prior to the end of the then current term.

3. COMPENSATION: Employee shall be paid a monthly salary of $[_____________]. Employee shall also receive such annual increases, stock, stock options and bonuses as may from time to time be awarded by the Board of Directors. Company will also provide Employee with a family membership at the [_____________] Country Club.

4. OTHER BENEFITS: Employee shall also participate in Company's retirement plan, health insurance plan, life insurance plan and receive such other benefits as Company from time to time may provide to its employees. Employee shall also be entitled to vacation, leave for illness and so forth as now or hereafter granted by Company's personnel policies.

5. CONFIDENTIAL INFORMATION: Employee shall not disclose, during the term of this Agreement or at any time after its termination, any of Company's proprietary information, account information, customer lists, customer information, policies, pricing, strategy, codes, strategic plan, plans for expansion or business development or other information of a confidential nature (hereinafter referred to as "Confidential Information"), whatsoever regarding Company without first obtaining the prior, written consent from Company's president that such disclosure is authorized. Communications with Company's employees, customers and business relations are excepted from the foregoing prohibition during the term of this Agreement to the extent that such communications are consistent with Employee's duties. Confidential Information shall include but not be limited to all information recorded, memorialized or communicated in any form whether written, printed, verbal, video, electronic, magnetic, digital or otherwise. Upon termination of this Agreement for any reason, Employee promises to promptly return to Company or its designated representative any Confidential Information, keys, credit cards, or other property. Employee further promises to not take, keep, or record copies, duplications or reproductions of the Confidential Information or other property subject to this Agreement after termination of this Agreement.

6. COVENANT NOT TO COMPETE: Employee covenants to not compete against Company, its parent, affiliates or subsidiaries, by taking employment, gratuitously assisting or serving as an independent contractor, member, investor, consultant, partner, director or officer with a competitor of Company, or start or have a material interest in a business that does any of the foregoing, for a period of three (3) years following termination or nonrenewal of this Agreement. For the purpose of defining and enforcing this covenant, Company's competitors will be identified at the time it seeks enforcement of this covenant. This determination shall be based on Company's market area and Company's plans for expansion or acquisition into other market areas at the time enforcement of this covenant is sought. However, if Employee is already employed by a competitor in an area which is not part of Company's market area at the time this Agreement is terminated or nonrenewed, but during the enforcement period of this covenant becomes part of Company's market area, then and to that extent only, Employee shall be excepted from the terms of this provision.

7. SEVERANCE PAY: If this Agreement is terminated without cause, whether or not a change in control of Company has occurred, Employee shall be entitled to severance benefits equal to 2.50 times his annual salary plus 2.50 times the average of Employee'S incentive pay bonuses for the three (3) years preceding the year. This severance pay shall be tendered to Employee in cash within 30 days following the end of his employment with Company. Salary and bonuses are to be calculated starting with the year this Agreement is terminated.  Employee shall also be entitled to this severance pay if Employee voluntarily terminates this Agreement after a change in control for any of the following reasons:

A. Reduction in title or responsibilities;

B. Assignment of duties or responsibilities inconsistent with Employee's status
as Executive Vice-President;

C. A reduction in salary or other benefits;

D. Reassignment to a location greater than [_____________] miles from the location of Employee's office on the date of change and control.

For the purposes of this Agreement, a "change in control" shall include but not be limited to the following:

1. Sale of all or substantially all of Company's stock;

2. Sale of all or substantially all of Company's assets;

3. Acquisition by a third party or group acting in concert of stock sufficient to elect a majority of the Board of Directors; or,

4. Ownership of more than 50% of Company stock by a single person or entity or more than one person or entity acting as a group.

8. TERMINATION: This Agreement may be terminated on the occurrence of any of the following events and if terminated under this paragraph, Employee shall not be entitled to severance benefits under Paragraph 7:

A. The execution of a written agreement between Company and Employee to terminate this Agreement;

B. Employee's death;

C. Employee's breach of any term or condition of this Agreement;

D. Employee's failure or refusal to comply with such reasonable policies, directions, standards and regulations that Company may establish from time to time;

E. Employee's inability to fully and competently perform duties hereunder for a period of [_____________] continuous days due to physical, mental or psychological illness, injury or condition; or,

F. Employee ceases to to be allowed to perform responsibilities under this Agreement pursuant to any statute or regulation, now or hereafter issued by the United States of America, the Federal Reserve, the Office of the Comptroller of Currency or other regulatory agency or body duly invested with authority over Company.

9. GENERAL:  Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Employee in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Employee without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________

EMPLOYEE

By: __________________________________
Print Name: ___________________________
Title: ________________________________