DEARBORN BANCORP INC /MI/
EMPLOYMENT AGREEMENT
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<TYPE>EX-10.(A)
<SEQUENCE>3
<FILENAME>k78699exv10wxay.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
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                                                                   EXHIBIT 10(a)



                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is made as of the 20th day of
June, 2003, by and among Dearborn Bancorp, Inc., a Michigan corporation (the
"Company"), Community Bank of Dearborn, a Michigan banking corporation (the
"Bank", and collectively with the Company, the "Employers", and each an
"Employer"), and Michael J. Ross (the "Employee").

                                    RECITALS

         A. This Agreement sets forth the terms of the Employee's employment as
President of the Company and President and Chief Executive Officer of the Bank.

         B. The Employers believe that entering into this Agreement is in the
best interest of their respective shareholders.

         C. The Employee believes that entering into this Agreement is in his
best interest.

                               TERMS OF AGREEMENT

         In consideration of the mutual covenants and obligations set forth in
this Agreement, to induce the Employee to remain in the employment of the
Employers, and for other good and valuable consideration, the Employers and the
Employee agree as follows:

         1. Employment, Term, and Acceptance: The Company agrees to employ the
Employee as its President, and the Bank agrees to employ the Employee as its
President and Chief Executive Officer for a period commencing on the date hereof
(the "Effective Date") and continuing for a period of five years, subject to
earlier termination pursuant to the provisions of Sections 7 or 8 hereof (the
"Initial Term"). The Initial Term and each Renewal Term (as hereinafter defined)
shall automatically be extended for an additional one-year period (each a
"Renewal Term") unless (i) otherwise terminated in accordance with Sections 7 or
8 or (ii) either party provides to the other at least 45 days advance written
notice of its intention to terminate this Agreement as of the end of the Initial
Term or any Renewal Term, as the case may be. The period of time during the
Initial Term and any Renewal Term which the term of Employee's employment is
effective is referred to herein as the "Term." The Employee hereby accepts such
employment.

         2. Duties and Authority:

                  2.1 Promotion of Employers' Interest. While employed as an
executive officer of the Company and the Bank, the Employee shall devote his
business time and attention to the business and affairs of the Employers, and
shall use his efforts and abilities to promote the interests of the Employers.


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                  2.2 Performance of Duties. The Employee shall perform such
services and duties necessary or appropriate for the management of the Employers
as are normally expected of persons appointed to president or chief executive
officer positions in the businesses in which the Employers are engaged.

         3. Cash Compensation. For all services to be performed by the Employee
under this Agreement (including services as an officer, employee, director, or
member of any board committee), the Bank shall pay the Employee an annual base
salary (prorated for any partial year) of Two Hundred and Fifty Thousand Dollars
($250,000), less applicable withholdings (the "Base Salary"), payable in a
manner and at such times as is consistent with the payroll practices of the
Bank. Not less often than annually, the compensation committee appointed by the
Board of Directors (the "Compensation Committee") shall review the Base Salary
for the purpose of making such adjustments thereto as the performance of
Employee during the prior year may warrant. The Compensation Committee, in its
sole discretion, may also award Employee an annual bonus based upon attainment
of specific goals and objectives established by the Compensation Committee. Any
such bonuses shall be paid in a single sum no later than ninety (90) days after
the end of the fiscal year for which it is earned.

         4. Participation in Employee Benefit Plans. In addition to the cash
compensation payable to the Employee under this Agreement, the Employee shall be
entitled to participate in such employee benefit plans, whether contributory or
non-contributory, such as group life and disability insurance plans, hospital,
surgical, vision and dental benefit plans or other bonus incentive, profit
sharing, stock option, retirement or other employee benefit plans of the
Employers as may now or hereafter exist to the extent that the Employee meets
the eligibility requirements of any such plans.

         5. Reimbursement of Expenses. The Employee will be reimbursed by the
Bank or the Company, as the case may be, for all reasonable expenses incurred in
promoting their respective businesses; including expenses for entertainment,
travel and similar items upon the presentation by Employee, from time to time,
of an itemized account of such expenditures in a form and manner as determined
by the Board of Directors or the chief financial or accounting officer of the
Employer for whose account the expenditures are made.

         6. Vacations. The Employee shall be entitled each year to four (4)
weeks paid vacation time. The Employee will not be entitled to additional
compensation for vacation time not utilized in any year nor will the Employee be
permitted to carry over unused vacation time to a succeeding year.

         7. Termination of Employment Upon Disability or Death.

         7.1 Disability. In the event the Employee shall become mentally or
physically disabled during the Term and unable to perform the material duties of
his employment for ninety (90) days or more because of illness, accident, or any
other cause ("Disability"), the Bank or the Company may terminate the Employee's
employment under this Agreement by giving him written


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notice of such termination ("Disability Termination Notice"). In the event of
any such termination during the Term, the Bank shall continue to pay the
Employee his Base Salary, at the rate in effect immediately prior to the giving
of the Disability Termination Notice, for a period of three (3) months after the
date of the Disability Termination Notice. While disabled, the Bank shall
continue to provide the Employee and his dependents with coverage under its
medical insurance plans until the Employee reaches the age of sixty-five (65)
years to the extent that it may do so under the provisions of such plans, with
the Employee's contribution to the premiums under such plans being no more than
the amounts he paid for such premiums prior to his disability, adjusted from
time to time for normal periodic increases in such premiums applied in general
to employees of the Bank.

                  7.2 Death. In the event of the death of the Employee, his
employment with the Employers shall terminate as of the date of his death.
Promptly following his death, the Bank shall pay to his legal representative a
death benefit of $300,000. In addition, any life insurance policies owned by the
Bank or the Company, and insuring the life of the Employee shall be payable to
the beneficiaries of such policies in accordance with the terms of such
policies.

                  7.3 Extent of Obligations. The provisions of Sections 7.1 and
7.2 apply only to Disability or death occurring during the Term while the
Employee is employed by the Bank and the Company. Other than as set forth in
Section 7.1 or 7.2, neither of the Employers shall have any obligation or
liability to the Employee upon the employee's death or Disability except that
the Employee shall be entitled to all of his accrued rights under stock option,
retirement and other employee benefit plans of the Company and the Bank, and the
Bank shall promptly pay the Employee (or his personal representative) his Base
Salary due through the effective date of the termination of his employment, the
cash equivalent of any accrued vacation days not taken as of such effective date
(calculated based on the Employee's annual Base Salary attributable to each
vacation day), and any out-of-pocket expenses for which the Employee is
entitled to be reimbursed, and for which reimbursement has not yet been made.

         8. Termination of Employment for Cause, Without Cause, Good Reason, or
Without Good Reason.

                  8.1 Termination by an Employer for Cause. Each of the
Employers shall have the right, at any time, to terminate the Employee's
employment for Cause (as defined herein), within 90 days of the Employer's
learning of such Cause. For purposes of this Agreement, the term "Cause" means
(a) an act or acts of dishonesty committed by the Employee and intended by the
Employee to result in the Employee's substantial personal enrichment at the
expense of the Company or the Bank, (b) continuing intentional gross neglect by
the Employee of his duties under Section 2 of this Agreement which cause or are
expected to cause material harm to the Company or the Bank, and which is not
remedied after receipt of notice from the applicable Employer, (c) the
Employee's conviction of a felony, or (d) the Employee's intentional breach of
his obligations under Section 9 or 10 which causes or may be expected to cause
material harm to the Company or the Bank. Any termination for Cause shall be
effective upon an Employer giving the Employee written notice that the
Employee's employment is terminated, and setting forth in reasonable detail the
basis for such termination, and that such termination is for Cause. Any such
notice shall


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terminate the Employee's employment with both Employers.

                  8.2 Termination by an Employer Without Cause. Each of the
Employers shall have the right at any time to terminate the Employee's
employment without Cause by giving the Employee written notice that the
Employee's employment is terminated, and setting forth in reasonable detail the
basis, if any, for such termination. Any such termination shall be effective
upon the giving of such notice by the Employer.

                  8.3 Termination by Employee for Good Reason. The Employee
shall have the right at any time to terminate his employment under this
Agreement for Good Reason (as defined herein) within ninety (90) days of
learning of such Good Reason. For purposes of this Agreement, the term "Good
Reason" means (a) any assignment to the Employee of any title or duties that are
materially inconsistent with the Employee's present positions, titles, duties,
or responsibilities, other than an insubstantial or inadvertent action which is
remedied by the applicable Employer promptly after receipt of written notice
from the Employee, or which is approved of by the Employee in writing; (b) a
change in the Employee's principal work location; (c) any failure by an Employer
to comply in a material respect with any provision of Section 3, 4, 5, or 6,
other than a insubstantial or inadvertent failure which is remedied by the
applicable Employer promptly after receipt of written notice from the Employee.
Any termination for Good Reason shall be effective upon the Employee giving the
Employers written notice that the Employee is terminating his employment, and
setting forth in reasonable detail the basis for such termination, and that such
termination is for Good Reason. Any such termination shall be effective upon the
giving of such notice by the Employee; and any such notice shall terminate his
employment with both Employers.

                  8.4 Termination by Employee Without Good Reason. The Employee
shall have the right at any time to terminate the Employee's employment with
both Employers without Good Reason by giving the Employers written notice that
the Employee is terminating his employment. Any such termination shall apply to
the Employee's employment with both Employers and be effective ninety (90) days
after the giving of such notice by the Employee.

                  8.5 Obligation of Employers upon Termination without Cause or
Employee's Termination with Good Reason. In the event that during the Term, an
Employer terminates the Employee's employment without Cause under Section 8.2,
or the Employee terminates his employment for Good Reason under Section 8.3; or
the Employee's employment is terminated for any other reason except (i) for
Cause under Section 8.1, (ii) without Good Reason under Section 8.4, or (iii)
for Disability or death pursuant to Section 7; the Bank shall pay and provide to
the Employee the following:

                  (a) A lump sum cash amount equal to the sum of (a) the full
Base Salary earned by Employee through the effective date of termination of
employment (the "Termination Date") and unpaid at the Termination Date, (b) the
amount of any Base Salary attributable to vacation earned by Employee but not
taken before the Termination Date, and (c) all other amounts earned by Employee
and unpaid at the Termination Date.




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                  (b) (i) A cash amount equal to the Employee's annual Base
Salary in effect immediately prior to the Termination Date times 2.9 and (ii) a
cash amount equal to the highest annual bonus awarded to the Employee during the
previous three years of employment prior to the Termination Date times 2.9. Such
sum shall be paid in a lump sum.

                  (c) Outplacement services as requested by Employee to assist
in locating new employment, up to a maximum amount of $15,000.

                  (d) For a two (2) year period after the Termination Date, the
Bank shall continue to provide Employee all benefits the Employee was receiving
prior to the Termination Date.

                  (e) The Bank shall maintain in full force and effect for
Employee's continued benefit until the earlier of (a) the end of the Term or (b)
Employee's commencement of employment with a new employer, any medical insurance
plans or medical insurance arrangements in which Employee was entitled to
participate at the Termination Date, provided that Employee's continued
participation is possible under the general terms and provisions of such plans
or arrangements. In the event that Employee's participation in any such plans or
arrangement is barred, the Bank shall arrange to provide Employee with benefits
substantially similar to those which Employee is entitled to receive under such
plans or arrangements. Should the medical insurance plans or arrangements
provided by Employee's new employer not entitle Employee or Employee's
dependents (a) to any coverage during an initial qualification period or (b) to
coverage for any condition which is considered a pre-existing condition under
the new employer's plan and which was covered under the Bank's medical insurance
plans or arrangements at the Termination Date, then notwithstanding Employee's
employment, the Bank shall continue to provide medical benefits as stated above
in this Section 8.5 during such qualification period (if clause (a) of this
sentence is applicable) and at least for such pre-existing condition (if clause
(b) of this sentence is applicable).

                  (f) The Bank shall assign to Employee without any cost to
Employee the Bank's interest in any insurance policies issued on the life of
Employee.

Employee shall not be required to mitigate the amount of any payment or benefit
provided for in this Section 8.5 by seeking other employment or otherwise. The
amount of any such payment or benefit shall not be reduced by any compensation
earned or benefit received by Employee as the result of other employment.

                  8.6 Obligation of Employers upon Termination for Cause or by
Employee without Good Reason. In the event that during the Employment Period, an
Employer terminates the Employee's employment for Cause as provided for in
Section 8.1, or the Employee terminates his employment without Good Reason as
permitted in Section 8.4; the Bank shall pay and provide to the Employee, to the
extent not previously paid, the Employee's Base Salary due through the effective
date of the termination of employment, plus the cash equivalent of any accrued
vacation days not taken as of such effective date (calculated based on the
Employee's annual Base Salary attributable to each vacation day), within ten
(10) days of such effective date. In addition, the Employee shall be entitled to
all of his accrued rights under retirement, and other employee benefit


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plans of the Company and the Bank.

                  8.7 No Other Obligations of Employers upon Termination. Upon
termination of the Employee's employment, the Employers shall have no
obligations to the Employee except as set forth in this Agreement, or rights
under retirement, or other employee benefit plans of either Employer.

         9. Confidential Information. Employee agrees that he will not at any
time (whether during his employment or at any time thereafter) disclose to any
person, corporation, firm, partnership or other entity, except as required by
law, any secret or confidential information concerning the business, clients or
affairs of the Company or the Bank, or any of their affiliates, for any reason
or purpose whatsoever other than in furtherance of the Employee's work for the
Company or the Bank, nor shall the Employee make use of any of such secret or
confidential information in any manner adverse to the Company or the Bank.

         10. Noncompetition Covenant. For a period of eighteen (18) months
following the termination of Employee's employment with the Employers, Employee
will not be employed by or act as a director or officer of any business
involving or engaged in the business of banking within a 50-mile radius of the
City of Dearborn, Michigan, where such business engages in soliciting, directly
or indirectly, customers of the Bank.

         11. Remedies under Section 9 and 10. The Employee acknowledges and
agrees that his obligations under Sections 9 and 10 are of a special and unique
nature and that a failure to perform any such obligation or a violation of any
such obligation would cause irreparable harm to the Employers, the amount of
which cannot be accurately compensated for in damages by an action at law. In
the event of a breach by the Employee of any of the provisions of Section 9 or
10, the Company and the Bank shall be entitled to an injunction restraining the
Employee from such breach. Nothing in this Section shall be construed as
prohibiting the Company or the Bank from pursuing any other remedies available
for any breach of this Agreement.

         12. Deduction of Taxes and Adjustments re IRC Section 280G. Each
Employer may deduct from any amounts required to be paid to the Employee under
this Agreement any amounts required to be withheld by the Employer pursuant to
federal, state, or local law relating to taxes or related payroll deductions. In
the event that any payments, distributions or benefits to or for the benefit of
the Employee from the Bank or the Company, whether paid or payable, distributed
or distributable, would constitute a "parachute payment", as defined in Section
280G of the Internal Revenue Code of 1986, as amended, or any successors thereto
(the "Code"). Employee shall be entitled to receive additional payments from the
Company in an amount equal to that gross amount which when all additional income
or excise taxes payable by Employee by reason of the imposition of such excise
tax pursuant to Section 4999 of the Code are deducted therefrom is equal to the
net amount which Employee was intended to receive pursuant to Section 8.5 of
this Agreement.

         13. Objection to Termination and Legal Fees. The termination of the
Employee's


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employment pursuant to this Agreement shall not preclude any Employer or the
Employee from objecting to the basis asserted by the terminating party for such
termination. The Employers agree to pay all reasonable legal fees and expenses
incurred by the Employee in enforcing his rights under this Agreement, except
with respect to claims made by the Employee that are rejected by a court (or any
arbitrator sitting by agreement of the parties) to which such claims are
presented.

         14. Adjustment between the Company and the Bank. The Company and the
Bank acknowledge that although the Employee is generally paid solely by the
Bank, he also performs some services for the Company, and the Company may pay
the Bank periodically an amount necessary to reimburse the Bank for amounts paid
to the Employee by the Bank for services actually rendered to the Company.

         15. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if personally delivered or sent
by registered or certified United States mail or by a nationally recognized
overnight courier service, to his residence or the last address he has provided
in writing to the Employers, in the case of the Employee, or to its principal
office in the case of an Employer. For purposes of this Agreement, notices shall
be deemed given when received at the address or office specified in the
preceding sentence.

         16. Waiver of Breach. No waiver by either party of any breach or
non-performance of any provision or obligation of this Agreement shall be deemed
to be a waiver of any preceding or succeeding breach of the same or any other
provision of this Agreement.

         17. Assignment. The rights and obligations of each Employer under this
Agreement shall inure to the benefit of and shall be binding upon them and their
respective successors and assigns. As used in this Agreement, the term
"successor" shall include any person, firm, corporation, or other business
entity which at any time whether by merger, purchase or otherwise acquires all
or substantially all of the assets or business of an Employer.

         18. Entire Agreement and Regulatory Compliance. This instrument
contains the entire Agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements or understandings between the
parties hereto relating to the subject matter hereof. This Agreement may not be
changed orally but only by an agreement in writing signed by the Employee and
the Employers.

         19. Severability. If a court of competent jurisdiction determines that
any one or more of the provisions of this Agreement is invalid, illegal or
unenforceable in any respect, such determination shall not affect the validity,
legality or enforceability of any other provision of this Agreement.

         20. Governing Law. This Agreement and the legal relations between the
parties shall be subject to and governed by the internal laws (and not the law
of conflicts) of the State of Michigan.





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         The parties have executed this Agreement as of the day and year first
above written.

                                         DEARBORN BANCORP, INC.


                                         By:
                                            ------------------------------
                                              John E. Demmer
                                              Its:  Chairman of the Board

                                         COMMUNITY BANK OF DEARBORN


                                         By:
                                            ------------------------------
                                              John E. Demmer
                                              Its:  Chairman of the Board



                                         EMPLOYEE


                                         By:
                                            ------------------------------
                                              Michael J. Ross




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