**Exhibit 10.2**

 

**EMPLOYMENT AGREEMENT**

 

This agreement is made asof the 27th day of December, 2001, by and between Nevada Security Bank (the“Bank”), having a principal place of business at 465 South Meadows Parkway,Suite 18, Reno, Nevada, and **Hal G. Giomi** (the “Executive”), whoseresidence address is  315 Ute Way,Zephyr Cove, NV  89448.

 

**RECITALS**

 

**WHEREAS,** the Bankdesires to employ the Executive as its President and Chief Executive Officerand to avail itself of his skill, knowledge and experience to ensure thesuccessful management of its business;

 

**WHEREAS,** theExecutive wishes to be employed by the Bank in the above mentioned capacity forthe Term hereinafter described;

 

**WHEREAS,** thefurtherance of the foregoing, the Bank submitted to and received approval of the name of the Executive as its choice forPresident and Chief Executive Officer from the State and Federal Regulators prior to execution of this Agreement;

 

**WHEREAS,** theAgreement was contingent upon and became effective when the aforementioned approvalwas obtained from State and Federal Regulators and the Executive commenced fulltime employment with the Bank; until such time as the Bank received theaforementioned regulatory approval, the Bank engaged the Executive in aconsulting capacity;

 

**WHEREAS,** byexecution of this Agreement the parties desire to specify the terms of theExecutive’s employment with the Bank.

 

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**NOW, THEREFORE,** inconsideration of the covenants and conditions contained herein, it is agreedthat from and after the date the Bank commences formal operations (the“Effective Date”), the following terms and conditions shall apply to theExecutive’s said employment:

 

**1.             EMPLOYMENTTERM**:  TheBank hereby employs the Executive and the Executive hereby accepts employmentwith the Bank for a period of Three (3) years commencing with the EffectiveDate of this agreement (the “Term), subject, however, to prior termination ofthis Agreement as hereinafter provided.  As used in this Agreement, the word “Term” shall refer to the entireperiod of employment of the Executive by the Bank hereunder, whether for theperiod provided hereunder, or whether terminated earlier as hereinafterprovided.   The Employment Term shallautomatically renew for subsequent three-year (3) periods, subject, however, toprior termination of this Agreement as hereinafter provided.

 

**2.****                                      DUTIESOF THE EXECUTIVE:**

 

2.1           **Duties:**  The Executive shall hold the office of President and Chief  Executive Officer of the Bank and willperform the duties normally performed by such officer of a bank, including thegeneral supervision and operation of the business and affairs of the Bank,subject to the powers vested in the Board of Directors of the Bank and in theBank’s shareholders pursuant to the Bank’s Charter and By-Laws, and byapplicable law.  During the Term, theExecutive shall perform exclusively the services herein contemplated to beperformed by him under this Agreement faithfully, diligently to the best of hisability, consistent with the highest and best standards of the banking 

 

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industry and incompliance with all applicable laws and the Bank’s Articles of Incorporationand By-Laws.

 

2.2.          **Place of Performance:**  The Executive shall perform said dutiesthroughout the Bank’s service area and be located at the Bank’s principalexecutive offices. Except as provided herein, the duties, positions andbusiness location hereunder may only be changed by written agreement of the parties.

 

2.3           **Conflictof Interest:**  Except withprior written consent of the Board of Directors of the Bank, the Executiveshall devote his entire productive professional time, ability and attention tothe business of the Bank during the Term, and the Executive shall not directlyor indirectly render any services of a business, commercial or professionalnature to any other person, firm or corporation, whether for compensation orotherwise, which are in conflict with the Bank’s interest.  Notwithstanding the foregoing, the Executivemay make investments of a passive nature in any business or venture; provided,however, that such business or venture shall not be in competition, directly orindirectly, in any manner with the Bank.

 

**3.****                                      COMPENSATION**

 

3.1           **Base Salary:**  For the Executive’s services hereunder, the Bank shall pay orcause to be paid, as a base salary to the Executive a minimum of  One- Hundred  Fifty Thousand Dollars ($150,000) per year each year of the Term,prorated for any portion of a year, in which this Agreement is in effect.  The Executive’s salary shall be payable inequal installments in conformity with the Bank’s normal payroll period.  Annual increases shall be made at the solediscretion of the Board of Directors.

 

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3.2           **Bonuses:**  Such a plan shall be within the complete andsole discretion of the Board of Directors. The Executive shall be entitled toparticipate in the Bank’s Executive Compensation Plan (“Bonus Plan”) which willbe developed by the Bank’s Board of Directors. It is understood that the terms, conditions, eligibility, benefits,provisions and grants from such a plan shall be within the complete and solediscretion of the Board of Directors.

 

3.3           **Stock Options:**  Upon commencement of the Term, the Executiveshall be granted the option to purchase Twenty-two Thousand Five Hundred(22,500) shares of the Bank’s Common Stock, at a purchase price of Ten Dollars($10.00) per share, pursuant to the terms of the Bank’s stock option plan.  Twenty Percent (20%) of said shares willimmediately fully vest upon commencement with the Term, with the remainingEighty Percent (80%) vesting in equal amounts Twenty Percent (20%) annuallythereafter.

 

**4.****                                      EXECUTIVEBENEFITS**

 

4.1           **Vacation:**  The Executive will be entitled to Four (4) weeks vacation duringeach year of the Term, prorated for any portion of a year.  The Executive is required to and shall takeat least Two (2) weeks of vacation annually (the “Mandatory Vacation”) whichshall be taken consecutively.  ShouldExecutive not take the entire Four (4) weeks vacation during each year, theunused vacation shall accrue and be taken the following year.  The Executive may accumulate Twenty (20)days of vacation in excess of his current year’s entitlement.  Any vacation not used in excess of suchTwenty (20) days shall be paid out to the Executive in lieu of accruedvacation.

 

4.2                                 **AutomobileAllowance:**  The Bankshall pay the Executive the

 

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sum of Seven HundredFifty ($750) per month as and for expenses to cover all costs of use,maintenance, repair, upkeep, fuel, cleaning and operation of his automobile(except mileage costs incurred to travel to locations outside of the Bank’sserving area) used in the course and scope of his employment.

 

4.3           **Insurance Coverage:**  The Bank, at the Bank’s expense, shallprovide for the Executive and his dependent family, medical, dental, and visioncoverage, and, for the Executive himself, life, accident, disability and the likeinsurance benefits equivalent to the maximum benefits available from time totime under the Bank’s Group Insurance program for an employee of theExecutive’s salary level during the Term. Additionally, the Bank, at its expense, shall provide the Executive withterm life insurance benefits in the amount of not less that Five HundredThousand Dollars ($500,000) with beneficiary to be of the Executive’s choice,provided that the Executive is rated in the highest category by the InsuranceCompany.  If rated lower, the Bank willspend the amount it would have spent for the highest rating and purchase themaximum amount of insurance at the Executive’s lower rating.  Said coverage shall be in existence and takeeffect as of the Effective Date and shall continue throughout the Term.  The Bank shall provide the Executive withdisability insurance providing for monthly disability payments.

 

4.4           **Business Expenses:**  The Executive shall be entitled toreimbursement by the Bank for any ordinary and necessary business expenses heincurs in the performance of his duties during the Term, including, but notlimited to, entertainment, dues, and other expenses, meals, travel expenses,conventions, meetings, seminars and the like which are reasonable for theoffice of the Executive.

 

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4.5           **Club Memberships:**  The Executive shall be provided paidmembership in clubs selected by the Executive and approved by the Board ofDirectors.

 

4.6           **Retirement Benefits:**  The Executive shall be provided withmedical, dental and vision insurance benefits for himself and eligible familymembers equivalent to themaximum benefits available from time to time under the Bank’s Group Insuranceprogram for an employee of the Executive’s salary level at the Bank’sexpense upon retirement from the Bank. Retirement age shall be at a minimum Sixty-two (62) years of age.

 

**5**                                         **TERMINATION**

 

5.1           **Termination for Cause:**  The Bank may terminate this Agreement at anytime by action of its Board of Directors, without further obligation orliability to the Executive, in the event that:

 

(a)                                  TheExecutive commits an act or acts of malfeasance or misfeasance in his duties;or

 

(b)                                 TheExecutive fails to abide by and/or enforce the Bank’s safety and soundnesspolicies; or

 

(c)                                  The Executive is convicted of a felony ormisdemeanor involving moral turpitude; or

 

(d)                                 State and/or Federal regulators requestor order termination of this Agreement; or

 

(e)                                  The Executive commits any act, whichcould cause termination of Coverage under the Bank’s Blanket Bond as to theExecutive, as distinguished from termination of such coverage as to the Bank as

 

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awhole; or

 

(f)                                    The Executive dies.

 

5.2           **Termination Without Cause:**  In the event the Board of Directors of theBank determines that either (i) the continued association of the Executive withthe Bank or (ii) the performance of his duties by the Executive is not in thebest interest of the Bank, then the Bank may terminate this Agreement by actionof its Board of Directors.  In the eventof such termination without cause, and subject to any limitation of payments toOfficers and Directors under applicable Federal and State law, the Executiveshall be paid as and for severance payments and in lieu of any and all otherCompensation, remedy or damages, a lump-sum equal to not less than Twelve (12)months compensation at the then current base salary of the Executive, plus anyaccrued but unpaid Bonus Compensation described elsewhere in this Agreement.  In addition, the Bank, at its expense willprovide the Executive and his dependent family with insurance Coverage, asdescribed in Paragraph 4.3 above, for a period of not less than six (6) monthsfollowing the Executive’s termination. Upon such payment, any and all obligations of the Bank to the Executiveshall have been fully and completely satisfied and the Executive shall beentitled to no additional compensation, claim, right or benefit hereunder orotherwise.

 

5.3           **Action by Supervisory Authority:**  If the Bank is closed or taken over by anybanking supervisory authority, such banking authority may immediately terminatethis Agreement without liability or obligation to the Executive.

 

5.4           **Merger or Corporate Dissolution:**  In the event of a merger where the Bank isnot the surviving corporation, in the event of a consolidation, in the 

 

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event of a transfer ofall or substantially all of the assets of the Bank, in the event of any othercorporate reorganization where there is a change in ownership of at leastTwenty Five Percent (25%) except as may result from a transfer of the Bank’sstock to another corporation in exchange for at least Sixty-Six and Two-ThirdsPercent (66 2/3%) control of that corporation, or in the event of thedissolution of the Bank, the Executive may terminate this Agreement.  In the event of such termination, andsubject to any limitation of payments to Officers and Directors underapplicable Federal and State law, the Executive shall be paid, as and forseverance payments and in lieu of any and all other compensation remedy ordamages, a lump-sum equal to not less than Twenty Four (24) months compensationat the then current base salary of the Executive, plus any accrued but unpaidBonus Compensation described elsewhere in this Agreement.  In addition, the Bank, at its expense, willprovide the Executive and his dependent family with insurance coverage, asdescribed in Paragraph 4.3 above, for a period of not less than Twelve (12)months following the Executive’s termination. Upon such payment, any and all obligations of the Bank to the Executiveshall have been fully and completely satisfied and the Executive shall beentitled to no additional compensation, claim, right or benefit hereunder orotherwise.

 

5.5           **Termination by the Executive:**  The Executive may terminate his employmenthereunder at any time upon Ninety (90) days notice to the Bank.  In such event, the Executive shall beentitled to all salary, bonus and other benefits (accrued vacation, etc.),which have accrued priorto the effective date of termination. All unvested options shall be forfeited and the Executive must exercisehis vested options within Sixty (60) days of termination.  If not so exercised, those options shallalso be 

 

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forfeited.

 

**6.             GENERALPROVISIONS:**

 

6.1           **Indemnification:**  To the extent permitted by law, applicablestatutes, the Articles of Incorporation, the By-Laws and resolutions of the Bankin effect from time to time, the Bank shall indemnify the Executive againstliability or loss arising out of the Executive’s actual or asserted misfeasanceof malfeasance in the performance of the Executive’s duties or out of anyactual or asserted wrongful act against, or by, the Bank including but notlimited to judgments, fines, settlements and expenses incurred in the defenseof actions, proceedings and appeals therefrom. The Bank shall provide Directors and Officers Liability Insurance to indemnify andinsure the Bank and the Executive from and against the aforementionedliabilities.  The provisions of thisparagraph shall apply to the estate, executor, administrator, heirs, legateesor devisees of the Executive.

 

6.2           **Notices:**  Any notice, request, demand or other communication required orpermitted hereunder shall be deemed to be properly given when personally servedin writing, when deposited in the United States mail, postage prepaid, or whencommunicated to public telegraph company for transmittal, addressed to theparty at the address appearing below the signatures of each party at the end ofthis Agreement.  Either party may changeaddress by written notice in accordance with this paragraph.

 

6.3           **Benefits of Agreement:**  This Agreement will inure to the benefits ofand be binding upon its parties and their respective executors, administrators,successors and assigns.

 

6.4           **Applicable Law: **This Agreement is to be governed by and 

 

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construed under the lawsof the State of Nevada.

 

6.5           **Captions and Headings:**  Captions and headings are used in thisAgreement for convenience only, are not a part of this Agreement between theparties and shall not be used in construing it.

 

6.6           **Invalid Provision:**  Should any portion or provision of this Agreement for any reasons bedeclared invalid, void, or unenforceable by a court of competent jurisdiction,the validity and binding effect of all remaining portions or provisions shallnot be affected; and the remainder of this Agreement shall remain in full forceand effect as if this Agreement had been executed with said portion orprovision eliminated.

 

6..7          **Entire Agreement:**  This Agreement contains the entire agreementof the parties and supersedes all other agreements, either oral or in writing,between the parties hereto with respect to the employment of the Executive bythe Bank.  Each party to this Agreementacknowledges that no representations, inducements, promises or agreements, oralor otherwise, have been made by any party or anyone acting on behalf of anyparty which are not embodied herein and that no other agreement, statement orpromise not contained in this Agreement shall be valid or binding.  This Agreement may not be modified oramended by oral agreement but only by an agreement in writing signed by theBank and the Executive.

 

6.8           **Arbitration:**Any controversy or claimarising out of or relating to this Agreement, or the breach thereof, shall besubmitted to arbitration in accordance with the rules of the AmericanArbitration Association, and judgment upon the award rendered by thearbitrator(s) may be entered into any court having jurisdiction thereof.

 

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6.9           **Attorney’s Fees:**  If any action, including arbitration, isbrought to enforce this Agreement or to determine the relative rights andobligations for either of its parties, the prevailing party shall be entitledto reasonable attorney’s fees.

 

6.10         **Receipt of Agreement:**  Each of the parties hereto acknowledges thathe has read this Agreement in its entirety and does hereby acknowledge receipt of afully-executed copy thereof.  Afully-executed copy shall be an original for all purposes and is a duplicateoriginal.

 

 

**IN WITNESS WHEREOF,**the parties hereto have executed this Agreement as of 7th day of November, 2002.

 

 
| **The “Bank”**       | **The “Executive”**     |
|--------------------------------|-----------------------------------|
| **Nevada Security Bank**       | **Hal G. Giomi**                  |
|                           |                              |
|                           |                              |
| By:                            |    /s/  Ed Allison |   | By: |    /s/  Hal Giomi |   |
| 465 S. Meadows Pkwy,  Suite 18 | 315 Ute Way                       |
| Reno, NV  89521           | Zephyr Cove, NV  89448       |
|                                |                                   |  |  |  |  |

 

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