Employment Agreement, dated at January 3, 1998, by and between Colorado Business Bankshares, Inc. and Richard J. Dalton

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 3rd day of January, 1998, by and between Colorado Business Bankshares, Inc., a Colorado corporation ("Company"), and Richard J. Dalton ("Employee").

WITNESSETH:

WHEREAS, Company desires Employee to become employed by Company and Employee desires to become employed by Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1. EMPLOYMENT. Company hereby agrees to employ Employee, and Employee hereby agrees to be employed by Company, as (a) a Senior Vice President of the Company, (b) Chief Financial Officer of the Company and (c) a Senior Vice President and Chief Financial Officer of the Company's wholly-owned subsidiary Colorado Business Bank, N.A.(the "Bank"), and (d) such other or different executive capacities as may be determined from time to time by the Boards of Directors of Company and the Bank.

2. RESPONSIBILITIES OF EMPLOYMENT. During the term of his employment,

Employee:

(e) shall report to the Chief Executive Officer of Company.

3. COMPENSATION. Company will compensate Employee for his services during the term of this Agreement and his employment hereunder as follows:

4. TERM AND TERMINATION.

(b) Termination. Upon termination of this Agreement by Company, by Employee upon the death or disability of Employee, the rights and obligations of Employee shall be as follows:

(i) Termination by Employee. In the event Employee elects to terminate his employment hereunder, this Agreement shall immediately terminate without any further obligation on the part of Company, except that Company shall pay to Employee such compensation pursuant to Paragraph 3 hereof as may be accrued and unpaid on the date of termination of employment.

(ii) Termination by Company for Cause. If Employee's employment hereunder is terminated by Company for cause, this Agreement shall immediately terminate without any further obligation on the part of Company, except that Company shall pay to Employee such compensation pursuant to Paragraph 3 hereof as may be accrued and unpaid on the date of such termination of employment. For purposes of this Agreement, "cause" shall mean willful failure or neglect of Employee to perform his duties as prescribed herein, the conviction of a felony, theft, embezzlement or improper use of corporate funds by Employee, self-dealing detrimental to Company, any attempt to obtain any personal profit from any transaction in which Company has an interest or any breach of the terms of Paragraphs 6 or 7 of this Agreement by Employee.

(iii) Termination by Company for Other Reasons. Company shall have the right at any time to terminate Employee’s employment hereunder for any reason by giving him written notice (which notice shall fix the date as of which Employee's employment is to terminate) of its intention to do so. If Employee's employment hereunder is terminated by Company other than

for cause, Company shall be obligated to pay Employee the severance benefits set forth in Paragraph 4( c) hereof.

(iv) Constructive Discharge. If Employee is ever constructively discharged, he may terminate this Agreement and his employment hereunder by delivering written notice to Company no later than thirty (30) days before the effective date of termination. If Employee is constructively discharged, Company shall be obligated to pay Employee the severance benefits set forth in Paragraph 4 (c) hereof. For purposes of the foregoing, "constructive discharge" means the occurrence of any one or more of the following: (i) Employee is removed from all of the offices described in Paragraph 1 hereof; (ii) Company fails to vest with or removes from Employee the duties, responsibilities, authority or resources that he reasonably needs to competently perform the duties of his office;(i) Company decreases Employee's basic compensation or arbitrarily and capriciously decreases Employee's bonus; or (iv) Company transfers Employee to a location outside the Denver metropolitan area: and in any of such events, Company fails to cure any of the above within thirty (30) days after Employee gives Company written notice of such breach.

(v) Termination Upon Change of Control. Employee may terminate this Agreement and his employment hereunder for any reason within two (2) years after a Change of Control occurs by delivering written notice of termination to Company or its successor no less than thirty (30) days before the effective date of termination. After two (2) years following the Change of Control, Employee may terminate this Agreement and his employment hereunder only in accordance with Paragraph 4 (b) (i) hereof. If Employee so terminates, Company shall be obligated to pay Employee one and ninety-nine hundredths (1.99) times the severance benefits set forth in Paragraph 4 ( c) hereof, with the exception that the Paragraph 4 ( c) (ii) bonus component shall be based upon a full year and not prorated to the date of Employee's termination. (A) A “Change of Control" will be deemed to have occurred if: a) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") other than a person who is a shareholder of Company as of the date of this Agreement acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of Company; or b) the individuals who were members of Company's Board of Directors as of the date of this Agreement (the "Current Board Members") cease for any reason to constitute a majority of the Board of Directors of Company or its successor; however, if the election or the nomination for election of any new director of Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this paragraph, be considered a Current

Board Member; or c) Company's stockholders approve (1) a merger or consolidation of Company or the Bank and the stockholders of Company immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the outstanding securities of Company immediately before such merger or consolidation; or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of Company or the Bank. (B) Notwithstanding and in lieu of Paragraph 4(b)(v)(A), a Change of Control will not be deemed to have occurred: a) solely because fifty percent (50%)or more of the combined voting power of the then outstanding voting securities of Company are acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of Company or the Bank, or (2) any person pursuant to the will or trust of any existing stockholder of Company, or who is a member of the immediate family of such stockholder, or (3) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders in the same proportion as their ownership of stock immediately prior to such acquisition; or b) if Employee agrees in writing to waive a particular Change of Control for the purposes of this Agreement.

(vi) Termination Upon Employee's Disability. In the event Employee's employment is terminated by Company due to Employee's disability, Company shall be obligated to pay Employee the severance benefits set forth in Paragraph 4 ( c) hereof. For purposes of the foregoing, "disability,' shall mean Employee's inability due to illness or other physical or mental disability to substantially perform his duties as prescribed herein for a period of forty-five (45) days within any consecutive six (6) month period, and any action to be taken hereunder based on disability shall not be effective until the expiration of such forty-five (45) day period.

(vii) Termination Upon Employee's Death. In the event that Employee dies while employed by Company, then Company shall he obligated to pay Employee's estate the severance benefits set forth in Paragraph 4 ( c) hereof.

(viii) Continuing Obligations of Employee. Notwithstanding anything to the contrary contained herein, termination of this Agreement or Employee's employment hereunder, for whatsoever reason or for no reason at all, by Employee or otherwise, shall not be deemed in any way to affect Employee's obligations under Paragraphs 6 and 7 of this Agreement, with respect to which he shall remain bound.

(i) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination;

(ii) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, or (B) the average of Employee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), in each case prorated to the date of Employee's termination;

(iii) For the twelve (12) month period following the date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's automobile and club dues, which benefits end upon Employee's date of termination of employment.)

(iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Benefits due to Employee under the Plan shall be computed as if Employee had continued to be an Employee of Company for the twelve (12) month period following termination of employment. If under the terms of the Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the benefits that Employee is entitled to receive under the Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during

such twelve (12) month period.

(v) If any excise tax imposed under Internal Revenue Code Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or costs with respect thereto.

(vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4 (c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the effective date of termination.

(vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4 (c) if, at the time the payments become due, Company or the Bank is not in compliance with any regulatory mandated minimum capital requirements or if making the payments would cause Company's or the Bank's capital to fall below such minimum capital requirements. In this event, Company will resume making the payments as soon as it can do so without violating such minimum capital requirements.

5. SALE OR REORGANIZATION OF COMPANY. This Agreement shall not restrict the sale, transfer, consolidation, liquidation, reorganization or disposition of the assets of Company and to the extent that the business of Company is conducted in another form or through another entity or entities, such entity or entities shall be obligated to fulfill Company's obligations hereunder.

6. RESTRICTIVE COVENANT. It is mutually recognized and agreed that the services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of his employment hereunder, regardless of cause, he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or the Bank to terminate employment with Company or the Bank, as the case may be, or solicit or induce any customer of Company or the Bank to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief

without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or the Bank. The foregoing notwithstanding, should the assets of Company he disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

7. TRADE SECRETS AND CONFIDENTIAL INFORMATION. Employee hereby covenants and agrees that he will not, except as may be required in connection with his employment under this Agreement, directly or indirectly, use or disclose to any other person, firm or corporation, whether during or subsequent to the term of his employment by Company, irrespective of the time, manner or cause of the termination of his employment, any information of a proprietary nature belonging to Company, or which could be reasonably expected to have an adverse effect on Company, its businesses, property or financial condition, including but not limited to records, data, documents, processes, specifications, methods of operation, techniques and know-how, plans, policies, customer lists, the names and addresses of suppliers or representatives, investigations or other matters of any kind or description relating to the products, services, suppliers, customers, sales or businesses of Company. All records, files, documents, equipment and the like relating to Company's businesses which Employee shall prepare, use or observe shall be and remain the sole property of Company, and upon termination of this Agreement or his employment hereunder for any reason, Employee shall return to the possession of Company any items of that nature and any copies thereof which he may have in his possession.

8. INDEMNITY.

(a) Indemnification. Company will indemnify Employee (and, upon his death, his heirs, executors and administrators) to the fullest extent permitted by law against all expenses, including reasonable attorneys' fees, court and investigative costs, judgments, fines and amounts paid in settlement (collectively, "Expenses") reasonably incurred by him in connection with or arising out of any pending, threatened or completed action, suit or proceeding in which he may become involved by reason of his having been an officer or director of Company or the Bank. The indemnification rights provided for herein are not exclusive and will supplement any rights to indemnification that Employee may have under any applicable bylaw or charter provision of Company or the Bank, or any resolution of Company or the Bank, or any applicable statute.

(c) Litigation. Unless precluded by an actual or potential conflict of interest, Company will have the right to recommend counsel to Employee to represent him in connection with any claim covered by this Section 8. Further, Employee's choice of counsel, his decision to contest or settle any such claim, and the terms and amount of the settlement of any such claim will be subject to Company's prior reasonable approval in writing.

9. ARBITRATION. Any disputes arising out of this Agreement or connected with Employee's employment shall be submitted by Employee and Company to arbitration by the American Arbitration Association or its successor, and the determination of the American Arbitration Association or its successor shall be final and absolute. The arbitrator shall be governed by the duly promulgated rules and regulations of the American Arbitration Association or its successor, and the pertinent provisions of the laws of the State of Colorado relating to arbitration. The decision of the arbitrator may be entered as a judgment in any court in the State of Colorado or elsewhere. The prevailing party shall be entitled to receive reasonable attorneys' fees incurred in connection with such arbitration in addition to such other costs and expenses as the arbitrators may award.

10. INTERPRETATION. This Agreement shall be construed in accordance with the internal laws of the State of Colorado. The titles of the paragraphs have been inserted as a matter of convenience of reference only and shall not be construed to control or affect the meaning or construction of this Agreement.

11.  SEVERABILITY. In the event that any portion of this Agreement is found to be in violation of or conflict with any federal or state law, the parties agree that said portion shall be modified only to the extent necessary to enable it to comply with such law.

12. ASSIGNMENT. This Agreement shall not be assignable by Employee, but shall be binding upon and inure to the benefit of the successors and assigns of Company.

13. NOTICES. All notices or other communications in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered, sent by professional courier or mailed first class, postage prepaid and addressed as follows:

(i)  If to Company, addressed to:

Colorado Business Bankshares, Inc.

821 - I7th Street

Denver, Colorado 80202

Attn: Steven Bangert

with a copy to:

Holleb & Coff

Suite 4100

55 E. Monroe

Chicago, Illinois 60603

Attn: Mark S. Kipnis

(ii) If to Employee, addressed to:

Richard J. Dalton

10489 E. Aberdeen Ave.

Englewood, CO 80111

with a copy to:

__________________

__________________

__________________

or such other address or addressed to the attention of such other person or persons as either of the parties may notify the other in accordance with the provisions of this paragraph.

14. ENTIRE AGREEMENT. This Agreement is the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous negotiations, understandings and agreements with regard to the subject matter hereof, whether oral or written. No representation, inducement, agreement, promise or understanding altering, modifying, taking from or adding to the terms and conditions hereof shall have any force or effect unless the same is in writing and validly executed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Colorado Business Bankshares, Inc.