QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.2
David C. Boyles,
Centennial Bank Holdings, Inc.,
Dear Mr. Boyles:
It has been a pleasure working with you over the past eighteen months. We very much appreciate your substantial efforts and commitment. The purpose of this letter is to confirm the following transition arrangements that you and we have discussed. If you agree, this letter becomes yourTransition Agreement with Centennial Bank Holdings, Inc. (the "Company").
1. Service Through December 31, 2006
You will continue to be employed through December 31, 2006 under your current Employment Agreement with the Company, dated October 27, 2004 (your "Employment Agreement").
Effective on the close of business December 31, 2006, you will cease to be employed and will retire from your positions as President and Chief Operating Officer of the Company, as well as from all other positions as a director, officer or employee of the Company or its affiliates (together, your "Retirement"), other than as a director of the Company. You understand that your decision to retire from these positions will be irrevocable and that no other action is required for it to become effective. You agree, however, to sign any additional letters of resignation that the Company may request.
2. Effect of Your Retirement
For purposes of your Employment Agreement, you and we will treat your Retirement as (a) an expiration of the "Term of Employment" and non-renewal and (b) an election by us pursuant to Section 4(b)(i) of your Employment Agreement to pay the amount specified in Section 6(a)(i) of the Employment Agreement ($800,000) (the "Separation Amount"); provided, further, that the term "Restricted Territory" in your Employment Agreement shall mean the geographic areas consisting of Adams, Arapahoe, Boulder, Broomfield, Chaffee, Denver, Douglas, Elbert, Jefferson, Larimer, Morgan, Park and Weld counties, Colorado.
Your Separation Amount will be paid on July 1, 2007 (or such earlier time as is permissible under Section 409A of the Internal Revenue Code). However, the Company's obligation to pay your Separation Amount is contingent on your execution after your Retirement of a Waiver and Release of Claims in the form attached to your Employment Agreement as Annex A and such Waiver and Release of Claims becoming effective.
In addition to your Separation Amount, on your Retirement the Company will pay you amounts that have become payable as of December 31, 2006 under your Employment Agreement but have not been paid and will pay or provide the Other Benefits (as defined in your Employment Agreement). However, you will not receive an annual bonus for 2006 under the Executive Cash Incentive Bonus Plan.
On your Retirement, you shall have the option to purchase or assume the lease in respect of (as applicable) any automobile currently provided to you by the Company.
On your Retirement, the Company will have no further obligation to make payments under your Employment Agreement except as provided in this Transition Agreement.
3. Your Continuing Obligations to the Company
As a result of our election in Section 3 of this Transition Agreement, you agree that you continue to be subject to the provisions of Sections 8(a) and 8(b) of your Employment Agreement (with the Restricted Period ending on the close of business on December 31, 2008). The other provisions of Section 8 of your Employment Agreement also continue to apply.
4. Miscellaneous.
This Transition Agreement is an amendment and supplement to your Employment Agreement. Sections 10 through 21 of your Employment Agreement continue to apply and references in those Sections to your Employment Agreement include this Transition Agreement. This Transition Agreement will not apply if your employment under the Employment Agreement terminates before your Retirement.
* * *
If this letter properly sets forth our understanding, please sign both copies, keep one copy for your records and return one to me. We wish you the best in your future endeavors. We are confident in your continued success.
| | | Very truly yours, |
|
|
CENTENNIAL BANK HOLDINGS, INC. |
|
|
By: |
/s/ JOHN M. EGGEMEYER, III
|
| | | | Name: | John M. Eggemeyer, III |
| | | | Title: | Chairman |
Accepted and agreed:
/s/ DAVID C. BOYLES
David C. Boyles |
|
QuickLinks
