This Employment Agreement dated as of January 1, 2004 is by and between Patriot National Bank, a national
banking association ("Patriot") and Todd Brown (the "Executive").
Patriot desires to employ the Executive and to have the benefit of his skills and services, and the Executive
desires to be employed by Patriot on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein,
and the performance of each, the parties, intending legally to be bound, hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:
"Board" means the Board of Directors of Patriot as same is constituted from time to time.
"Business" means the business operations of the Pinnacle Financial Division of Patriot National Bank, which
consists of the residential mortgage brokerage origination business as it exists on the date hereof.
"Cause" means (a) the commission by the Executive of any act, on or after the date of this Agreement,
constituting, as to any cash funds or other receipts of Patriot, or any material property of Patriot or any other
Person, (i) theft, (ii) embezzlement, (iii) fraud, (iv) gross misconduct, (v) dishonesty or (vi) or misappropriation of
material property under applicable law; (b) the conviction of the Executive of
(i) a crime resulting in material injury to the business or property of Patriot or (ii) a felony; (c) the material breach
by the Executive of this Agreement, including but not limited to the failure by the Executive to follow all
reasonable and lawful directions of the Board as to any material matter, or the taking of any action by the
Executive that would be reasonably likely to cause material injury to Patriot or that would be in conflict with any
material interest to Patriot within a reasonable period of time following Executive's receipt of written notice