**Exhibit 10.11**

 

**NOTWITHSTANDING ANY OTHER PROVISIONOF THIS AGREEMENT, NO SHARES OF NEVADA SECURITY BANK’S STOCK SHALL BE ISSUEDPURSUANT HERETO UNLESS THE NEVADA SECURITY BANK 2002 STOCK OPTION PLAN SHALLHAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF NEVADA SECURITY BANK.**

 

 

**NEVADA SECURITY BANK**

 

**NONQUALIFIED STOCK OPTION AGREEMENT**

 

 

This Nonqualified Stock Option Agreement (the “Agreement”) is made andentered into as of the **18th** day of**July, 2002**, by and between NevadaSecurity Bank, a Nevada corporation (the “Bank”), and **Bob Walter**(“Optionee”);

 

WHEREAS, pursuant to the Nevada Security Bank 2002 Stock Option Plan(the “Plan”), a copy of which is attached hereto, the Board of Directors of theBank has authorized granting to Optionee, a nonqualified stock option topurchase all or any part of **SeventeenThousand Five Hundred,****(17,500)**authorizedbut unissued shares of the Bank’s common stock for cash at the price of **Ten**Dollars and **No** Cents **($10.00)**per share, such option to be for the term and upon the terms and conditionshereinafter stated;

 

NOW, THEREFORE, it is hereby agreed:

 

**1.             Grantof Option.**  Pursuant to said action of the Board ofDirectors and pursuant to authorizations granted by all appropriate regulatoryand governmental agencies, the Bank hereby grants to Optionee the option topurchase, upon and subject to the terms and conditions of the Plan, which isincorporated in full herein by this reference, all or any part of **Seventeen Thousand Five Hundred,****(17,500)**shares of the Bank’s common stock (hereinaftercalled “Common Stock”) at the price of **Ten**Dollarsand **No** Cents **($10.00)** per share, which price is not lessthan one hundred percent (100%) of the fair market value of the Common Stock asof the date of action of the Board of Directors granting this option.

 

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**2.****                                     ****Exercisability****.**  Thisoption shall be exercisable as to:

 

| **3,500  Shares** |   | **Upon  Grant, July 18, 2002** |
|-------------------|--------|--------------------------------|
| **3,500  Shares** |   | **After  July 18, 2003**       |
| **3,500  Shares** |   | **After  July 18, 2004**       |
| **3,500  Shares** |   | **After  July 18, 2005**       |
| **3,500  Shares** |   | **After  July 18, 2006**       |

 

This option shall remain exercisable as toall of such shares until **July 18, 2012**(but not later than ten (10) years from the date this option is granted) unlessthis option has expired or terminated earlier in accordance with the provisionshereof.  Shares as to which this optionbecomes exercisable pursuant to the foregoing provision may be purchased at anytime prior to expiration of this option.

 

**3.             Exerciseof Option.**  This option may be exercised by writtennotice delivered to the Bank stating the number of shares with respect to whichthis option is being exercised, together with cash or qualifying shares of theBank’s stock, as applicable,  in theamount of the purchase price of such shares. Not less than one (1) share may be purchased at any one time, and in noevent may the option be exercised with respect to fractional shares. Uponexercise, Optionee shall be responsible for providing Bank with thatinformation necessary for the payment of any federal and state taxes then due,as provided in the Plan.  Notwithstanding the foregoing or anything to the contrary containedherein or in the Plan, benefits in the form of payment of taxes by the Bankshall not be payable under this section or under the Plan to the extent thebenefit would be an excess parachute payment under Section 280G of the InternalRevenue Code of 1986, as amended

 

**4.             Cessationof Directorship or Employment.**  Except as provided inParagraphs 2 and 5 hereof, if Optionee shall cease to be a director or anemployee of the Bank or a subsidiary corporation for any reason other thanOptionee’s death or disability [as defined in Section 22(e)(3) of the InternalRevenue Code of 1986, as amended from time to time (the “Code”)], this 

 

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optionshall expire three (3) months thereafter. During the three (3) month period this option shall be exercisable onlyas to those installments, if any, which had accrued as of the date when theOptionee ceased to be a director or an employee of the Bank or a subsidiarycorporation.

 

**5.             Terminationof Employment for Cause.**  If Optionee is an employee ofthe Bank or a subsidiary corporation and Optionee’s employment with the Bank ora subsidiary corporation is terminated for cause, this option shall expireimmediately, unless reinstated by the Board of Directors within thirty (30)days of such termination by giving written notice of such reinstatement toOptionee at his or her last known address. In the event of such reinstatement, Optionee may exercise this optiononly to such extent, for such time, and upon such terms and conditions as ifOptionee had ceased to be an employee of the Bank or a subsidiary corporationupon the date of such termination for a reason other than cause, death ordisability.  Termination for cause shallinclude, but not be limited to, termination for malfeasance or grossmisfeasance in the performance of duties or conviction of a crime involvingmoral turpitude, and, in any event, the determination of the Board of Directorswith respect thereto shall be final and conclusive.

 

**6.             Nontransferability;Death or Disability of Optionee.**  This option shall not betransferable except by will or by the applicable laws of descent and distributionand shall be exercisable during Optionee’s lifetime only by Optionee.  If Optionee dies while serving as a directoror an employee of the Bank or a subsidiary corporation, or during the three (3)month period referred to in Paragraph 4 hereof, this option shall expire one(1) year after the date of Optionee’s death or on the day specified inParagraph 2 hereof, whichever is earlier. After Optionee’s death but before such expiration, the persons to whomOptionee’s rights under this option shall have passed by will or by theapplicable laws of descent and distribution or the executor or administrator ofOptionee’s estate shall have the right to exercise this option as to thoseshares for which installments had accrued under Paragraph 2 hereof as of the dateon which Optionee ceased to be a director or an employee of the Bank or asubsidiary corporation.

 

If Optionee terminates his or her directorship or employment because ofdisability, Optionee may exercise this option to the extent he or she isentitled to do so at the date of 

 

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termination,at any time within one (1) year of the date of termination, or before theexpiration date specified in Paragraph 2 hereof, whichever is earlier.

 

**7.             Employment.**  ThisAgreement shall not obligate the Bank or a subsidiary corporation to employOptionee for any period, nor shall it interfere in any way with the right ofthe Bank or a subsidiary corporation to reduce Optionee’s compensation.

 

**8.             Privilegesof Stock Ownership.**  Optionee shall have no rights as ashareholder with respect to the Common Stock subject to this option until thedate of issuance of stock certificates to Optionee.  Except as provided in the Plan, no adjustment will be made fordividends or other rights for which the record date is prior to the date suchstock certificates are issued.

 

**9.             Modificationand Termination.**  The rights of Optionee are subject tomodification and termination upon the occurrence of certain events as providedin Sections 13 and 14 of the Plan.

 

**10.          Notificationof Sale.**  Optionee agrees that Optionee, or any personacquiring shares upon exercise of this option, will notify the Bank not morethan five (5) days after any sale or other disposition of such shares.  No shares issuable upon the exercise of thisoption shall be issued and delivered unless and until the Bank has fullycomplied with all applicable requirements of any regulatory agency havingjurisdiction over the Bank, and all applicable requirements of any exchange uponwhich the Common Stock of the Bank may be listed.

 

**11.          Notices.**  Anynotice to the Bank provided for in this Agreement shall be addressed to it incare of its President at its main office and any notice to Optionee shall beaddressed to Optionee’s address on file with the Bank or a subsidiarycorporation, or to such other address as either may designate to the other inwriting.  Any notice shall be deemed tobe duly given if and when enclosed in a properly sealed envelope and addressedas stated above and deposited, postage prepaid, with the United States PostalService.  In lieu of giving notice bymail as aforesaid, any written notice under this Agreement may be given toOptionee in person, and to the Bank by personal delivery to its President.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the day and year first above written.

 

 
| **OPTIONEE**   |                               |   | **NEVADA  SECURITY BANK** |
|----------------|------------------------------------|--------|---------------------------|
|           |                               |   |                      |   |   |   |
|           |                               |   |                      |   |   |   |
| By             | /s/Bob Walter                      |   | By                        | /s/ Hal Giomi |   |   |
| **Bob Walter** | **Hal Giomi, President & CEO** |   |

 

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