WAIVER AND CONSENT AGREEMENT

 

                                  Exhibit 10.1

                          WAIVER AND CONSENT AGREEMENT

     This Agreement, made as of the 11th day of October, 2000, by and among the
GRANDBANC, INC. (the "Company"), a Maryland corporation located at 1800
Rockville Pike, Rockville, Maryland 20852; GRANDBANK (the "Bank"), a commercial
bank chartered under the laws of the State of Maryland with its main office also
at such address, and Steven K. Colliatie, residing at 9440 Brenner Court,
Vienna, Virginia 22180 (the "Employee").

                                   WITNESSETH

     WHEREAS, the Company plans to enter into an Agreement and Plan of Merger
with Century Bancshares Inc. and CBI Holdings Corporation of even date herewith
pursuant to which the parties would effect a strategic business combination as
set forth therein.

     WHEREAS, the Company, the Bank, and the Employee each have determined that
such strategic business combination is in its or his best interests.

     WHEREAS, the Company, the Bank, and the Employee desire to evidence the
agreement and waivers set forth herein to facilitate such business combination.

     NOW THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties hereto agree as follows:
     (1) The Employee hereby (i) waives any and all rights to any unpaid bonus
     payable with respect to the year 1997 pursuant to his employment agreement
     then in effect, and (ii) agrees not to exercise any 'limited rights'
     granted to him in connection with options for common stock of the Company,
     and, effective upon the closing of the business combination referred to
     above, forever waives such rights, provided that this agreement not to
     exercise such limited rights shall terminate and this waiver regarding
     rights to exercise such limited rights shall lapse and shall not become
     effective if the aforementioned Agreement and Plan of Merger is terminated;
     and the Company and the Bank each hereby agrees and consents to such
     agreement and waivers.
     (2) The Employee, the Company, and the Bank agree that the Employment
     Agreement by and among them dated June 5, 2000, shall be amended by adding
     the following as the last sentence of Section 1 thereof:

          Notwithstanding the above, the term of this Agreement shall be
          extended until the moment after the Change in Control occurs pursuant
          to the Agreement and Plan of Merger by and among the Company, Century
          Bancshares, Inc., and CBI Holdings, Inc., dated as of October 11,
          2000, unless the Change in Control contemplated by that Agreement and
          Plan of Merger or a termination of that Agreement and Plan of Merger
          has occurred prior to June 5, 2000.

     IN WITNESS WHEREOF, the parties have executed this Waiver and Consent
Agreement as of the day and year first herein above written.

         Attest                                      GRANDBANC, INC.

         ______________                     By: ____________________

         Attest                                      GRANDBANK 

Basic Info X:

Name: WAIVER AND CONSENT AGREEMENT
Type: Waiver
Date: Nov. 14, 2000
Company: GRANDBANC INC
State: Maryland

Other info:

Date:

  • 11th day of October , 2000
  • October 11 , 2000
  • June 5 , 2000

Organization:

  • the State of Maryland
  • 9440 Brenner Court
  • Century Bancshares Inc.
  • CBI Holdings Corporation
  • Century Bancshares , Inc.
  • CBI Holdings , Inc.
  • Change in Control
  • Plan of Merger

Location:

  • Rockville
  • Maryland
  • Vienna
  • Virginia

Person:

  • Steven K. Colliatie