**Exhibit10.6**

 

**EMPLOYMENTAGREEMENT**

 

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 **Joseph Bourdeau** (the “Executive”), whoseresidence address is  974 Fairway ParkDrive, (mailing P. O. Box 6633), Incline Village, NV  89450.

 

**RECITALS**

 

**WHEREAS,** the Bankdesires to employ the Executive as its Senior Executive Vice President,Marketing and Sales, and to avail itself of his skill, knowledge and experienceto ensure the successful 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 forSenior Executive Vice President, Marketing and Sales,  from the  State andFederal Regulators prior to execution of this Agreement;

 

**WHEREAS,** the Agreementwas contingent upon and became effective when the aforementioned approval wasobtained 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 Senior Executive VicePresident, Marketing and Sales, of the Bank and will perform the dutiesnormally performed by such officer of a bank, including the general supervisionand operation of the business and affairs of the Bank, subject to the powersvested in the Board of Directors of the Bank and in the Bank’s shareholderspursuant to the Bank’s Charter and By-Laws, and by applicable law.  During the Term, the Executive shall beemployed as a full-time employee and shall devote whatever time is necessary toperform the services herein contemplated to be performed by him under thisAgreement faithfully, diligently to the best of his ability, consistent withthe 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 Incline VillageBranch. Except as provided herein, the duties, positions and business locationhereunder may only be changed by written agreement of the parties.

 

2.3           **Conflict of Interest:**  Except with prior written consent of theBoard of Directors of the Bank, the Executive shall be employed as a full-timeemployee, using whatever time is necessary to accomplish the terms andconditions of this Agreement.  TheExecutive shall not directly or indirectly render any services of a business,commercial or professional nature to any other person, firm or corporation,whether for compensation or otherwise, which are in conflict with the Bank’sinterest.  Notwithstanding theforegoing, the Executive may make investments of a passive nature in anybusiness or venture; provided, however, that such business or venture shall notbe in competition, directly or indirectly, in any manner with the Bank.  The Board of Directors recognizes that theExecutive is involved in activities which serve to enhance his reputation andstature and these activities are permissible as long as they are not directlyor indirectly in competition with the Bank in any manner.

 

**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 NinetyThousand Dollars ($90,000) annually in 2002; One Hundred Thousand Dollar($100,000) annually in 2003; and One Hundred-Ten Thousand Dollars annually in2004, prorated for 

 

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any portion of a year, inwhich this Agreement is in effect.  TheExecutive’s salary shall be payable in equal installments in conformity withthe Bank’s normal payroll period. Higher annual increases shall be made at the recommendation of thePresident/CEO, subject to ratification of the Board of Directors.

 

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 

 

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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           **Automobile Allowance:**  The Bank shall pay the Executive the sum ofSeven Hundred Fifty ($750) per month as and for expenses to cover all costs ofuse, maintenance, repair, upkeep, fuel, cleaning and operation of hisautomobile (except mileage costs incurred to travel to locations outside of theBank’s serving 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 thelike insurance benefits equivalent to the maximum benefits available from timeto time 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 to 

 

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reimbursement by the Bankfor any ordinary and necessary business expenses he incurs in the performanceof his duties during the Term, including, but not limited to, entertainment,dues, and other expenses, meals, travel expenses, conventions, meetings,seminars and the like which are reasonable for the office of the Executive.

 

4.5           **Club Memberships:**  The Executive shall be provided paidmembership in clubs selected by the Executive and approved by the President andChief Executive Officer.

 

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           **Terminationfor Cause:**  The Bank mayterminate this Agreement at any time by action of its Board of Directors,without further obligation or liability 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)                                  TheExecutive is convicted of a felony or misdemeanor involving moral turpitude; or

 

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(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 asa whole; or

 

(f)            The Executive dies.

 

5.2           **TerminationWithout Cause:**  In theevent the Board of Directors of the Bank determines that either (i) thecontinued association of the Executive with the Bank or (ii) the performance ofhis duties by the Executive is not in the best interest of the Bank, then theBank may terminate this Agreement by action of its Board of Directors.   In the event of such termination withoutcause, and subject to any limitation of payments to Officers and Directorsunder applicable 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 Twelve (12) months compensation atthe 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 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 be entitledto no additional compensation, claim, right or benefit hereunder or otherwise.

 

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5.3           **Action bySupervisory Authority:** If the Bank is closed or taken over by any banking supervisoryauthority, such banking authority may immediately terminate this Agreementwithout liability or obligation to the Executive.

 

5.4           **Merger orCorporate Dissolution:** In the event of a merger where the Bank is not the survivingcorporation, in the event of a consolidation, in the event of a transfer of allor 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 theevent of such termination, 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 Twenty Four(24) months compensation at the then current base salary of the Executive, plusany accrued but unpaid Bonus Compensation described elsewhere in thisAgreement.  In addition, the Bank, atits expense, will provide the Executive and his dependent family with insurancecoverage, as described in Paragraph 4.3 above, for a period of not less thanTwelve (12) months following the Executive’s termination.  Upon such payment, any and all obligationsof the Bank to the Executive shall have been fully and completely satisfied andthe Executive shall be entitled to no additional compensation, claim, right orbenefit hereunder or otherwise.

 

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5.5           **Terminationby the Executive:**  TheExecutive may terminate his employment hereunder at any time upon Ninety (90)days notice to the Bank.  In such event,the Executive shall be entitled to all salary, bonus and other benefits(accrued vacation, etc.), which have accrued prior to the effective date of termination.  All unvested options shall be forfeited andthe Executive must exercise his vested options within (Sixty) 60 days oftermination.  If not so exercised, thoseoptions shall also be forfeited.

 

**6.             GENERALPROVISIONS:**

 

6.1           **Indemnification:**  To the extent permitted by law, applicablestatutes, the Articles of Incorporation, the By-Laws and resolutions of theBank in effect from time to time, the Bank shall indemnify the Executiveagainst liability or loss arising out of the Executive’s actual or assertedmisfeasance of malfeasance in the performance of the Executive’s duties or outof any actual or asserted wrongful act against, or by, the Bank including butnot limited to judgments, fines, settlements and expenses incurred in thedefense of actions, proceedings and appeals therefrom.  The Bank shall provide Directors andOfficers Liability Insurance to indemnify and insure the Bank and the Executivefrom and against the aforementioned liabilities.  The provisions of this paragraph shall apply to the estate,executor, administrator, heirs, legatees or devisees of the Executive.

 

6.2**           Notices:**  Any notice, request, demand or othercommunication required or permitted hereunder shall be deemed to be properlygiven when personally served in writing, when deposited in the United Statesmail, postage prepaid, or when communicated to public telegraph company fortransmittal, addressed to the party at the

 

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address appearing belowthe signatures of each party at the end of this Agreement.  Either party may change address by writtennotice in accordance with this paragraph.

 

6.3           **Benefitsof Agreement:**  ThisAgreement will inure to the benefits of and be binding upon its parties andtheir respective executors, administrators, successors and assigns.

 

6.4           **ApplicableLaw: **This Agreement isto be governed by and construed under the laws of the State of Nevada.

 

6.5           **Captionsand Headings:**  Captionsand headings are used in this Agreement for convenience only, are not a part ofthis Agreement between the parties and shall not be used in construing it.

 

6.6           **InvalidProvision:**  Should anyportion or provision of this Agreement for any reasons be declared invalid,void, or unenforceable by a court of competent jurisdiction, the validity andbinding effect of all remaining portions or provisions shall not be affected;and the remainder of this Agreement shall remain in full force and effect as ifthis Agreement had been executed with said portion or provision eliminated.

 

6.7           **EntireAgreement:**  ThisAgreement contains the entire agreement of the parties and supersedes all otheragreements, either oral or in writing, between the parties hereto with respectto the employment of the Executive by the Bank.  Each party to this Agreement acknowledges that norepresentations, inducements, promises or agreements, oral or otherwise, havebeen made by any party or anyone acting on behalf of any party which are notembodied herein and that no other agreement, statement or promise not containedin this Agreement shall be valid or binding. This Agreement may

 

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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 claim arising out of orrelating to this Agreement, or the breach thereof, shall be submitted toarbitration in accordance with the rules of the American ArbitrationAssociation, and judgment upon the award rendered by the arbitrator(s) may beentered into any court having jurisdiction thereof.

 

6.9           **Attorney’sFees:**  If any action,including arbitration, is brought to enforce this Agreement or to determine therelative rights and obligations for either of its parties, the prevailing partyshall be entitled to reasonable attorney’s fees.

 

6.10         **Receiptof Agreement:**  Each ofthe parties hereto acknowledges that he has read this Agreement in its entiretyand does hereby acknowledge receipt of a fully-executed copy thereof.  A fully-executed copy shall be an originalfor all purposes and is a duplicate original.

 

**IN WITNESS WHEREOF,** the parties hereto haveexecuted this Agreement as of 12th day of November, 2002.

 
| **The “Bank”**                             | **The “Executive”**                           |
|------------------------------------------------------|---------------------------------------------------------|
| **Nevada Security Bank**                             | **Joseph Bourdeau**                                     |
|                                                 |                                                    |
| By:                                                  |   /s/Ed  Allison                              |   | By: | /s/  Joe Bourdeau |   |
|                                                 | /s/ Hal Giomi                                           |   |   |
| 465  S. Meadows Pkwy, Suite 18  Reno, NV  89511 | 974 Fairway Park Drive  Incline Village, NV  89450 |

 

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