Exhibit
10.10


 


EMPLOYMENT AGREEMENT


 


This agreement is made as
of 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 Bob Walter (the “Executive”), whose
residence address is 14200 Bandolier Ct. 
Reno, NV  89511.


 


RECITALS


 


WHEREAS, the Bank
desires to employ the Executive as its Executive Vice President and Chief
Credit Officer and to avail itself of his skill, knowledge and experience to
ensure the successful management of its business;


 


WHEREAS, the
Executive wishes to be employed by the Bank in the above mentioned capacity for
the Term hereinafter described;


 


WHEREAS, the
furtherance of the foregoing, the Bank submitted  to and received approval of the
name of the Executive as its choice for Executive Vice President and Chief
Credit Officer from the  State and
Federal Regulators prior to execution of this Agreement;


 


WHEREAS, the
Agreement was contingent upon and became effective when the aforementioned
approval was obtained from State and Federal Regulators and the Executive
commenced full time employment with the Bank; until such time as the Bank
received the aforementioned regulatory approval, the Bank engaged the Executive
in a consulting capacity;


 


WHEREAS, by
execution of this Agreement the parties desire to specify the terms of the
Executive’s employment with the Bank.


 


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NOW, THEREFORE, in
consideration of the covenants and conditions contained herein, it is agreed
that from and after the date the Bank commences formal operations (the
“Effective Date”), the following terms and conditions shall apply to the
Executive’s said employment:


 


1.             EMPLOYMENT
TERM:  The
Bank hereby employs the Executive and the Executive hereby accepts employment
with the Bank for a period of Three (3) years commencing with the Effective
Date of this agreement (the “Term), subject, however, to prior termination of
this Agreement as hereinafter provided.  
As used in this Agreement, the word “Term” shall refer to the entire
period of employment of the Executive by the Bank hereunder, whether for the
period provided hereunder, or whether terminated earlier as hereinafter
provided.  The Employment Term shall automatically
renew for subsequent three-year (3) periods, subject, however, to prior
termination of this Agreement as hereinafter provided.


 


2.                                      DUTIES
OF THE EXECUTIVE:


 


2.1           Duties:  The Executive shall hold the office of Executive Vice President
and Chief Credit Officer of the Bank and will perform the duties normally
performed by such officer of a bank, including the general 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 the Bank’s shareholders pursuant
to the Bank’s Charter and By-Laws, and by applicable law.  During the Term, the Executive shall perform
exclusively the services herein contemplated to be performed by him under this
Agreement faithfully, diligently to the best of his ability, consistent with
the highest and 


 


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best standards of the
banking industry and in compliance with all applicable laws and the Bank’s
Articles of Incorporation and By-Laws.


 


2.2.          Place of Performance:  The Executive shall perform said duties
throughout the Bank’s service area and be located at the Bank’s principal
executive officers.  Except as provided
herein, the duties, positions and business location hereunder may only be changed
by written agreement of the parties.


 


2.3           Conflict
of Interest:  Except with
prior written consent of the Board of Directors of the Bank, the Executive
shall devote his entire productive professional time, ability and attention to
the business of the Bank during the Term, and the Executive 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’s interest.  Notwithstanding the foregoing, the Executive
may make investments of a passive nature in any business or venture; provided,
however, that such business or venture shall not be in competition, directly or
indirectly, in any manner with the Bank.


 


3.                                      COMPENSATION


 


3.1           Base Salary:  For the Executive’s services hereunder, the Bank shall pay or
cause to be paid, as a base salary to the Executive a minimum of  One Hundred Thousand Dollars ($100,000) 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 in equal installments in conformity with the Bank’s
normal payroll period.  Annual increases
shall be made at the recommendation of the President /Chief Executive Officer,
subject to ratification of the Board of Directors.


 


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3.2           Bonuses:  Such a plan shall be within the complete and
sole discretion of the Board of Directors. The Executive shall be entitled to
participate in the Bank’s Executive Compensation Plan (“Bonus Plan”) which will
be 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 sole
discretion of the Board of Directors...


 


3.3           Stock Options:  Upon commencement of the Term, the Executive
shall be granted the option to purchase Seventeen Thousand Five Hundred
(17,500) 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 will
immediately fully vest upon commencement with the Term, with the remaining Eighty
Percent (80%) vesting in equal amounts Twenty Percent (20%) annually
thereafter.


 


4.                                      EXECUTIVE
BENEFITS


 


4.1           Vacation:  The Executive will be entitled to Four (4) weeks vacation during
each year of the Term, prorated for any portion of a year.  The Executive is required to and shall take
at least Two (2) weeks of vacation annually (the “Mandatory Vacation”) which
shall be taken consecutively.  Should
Executive not take the entire Four (4) weeks vacation during each year, the
unused 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 such
Twenty (20) days shall be paid out to the Executive in lieu of accrued vacation.


 


4.2           Automobile Allowance:  The Bank shall pay the Executive the 


 


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sum of Seven Hundred
Fifty ($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’s
serving area) used in the course and scope of his employment.


 


4.3           Insurance Coverage:  The Bank, at the Bank’s expense, shall
provide for the Executive and his dependent family, medical, dental, and vision
coverage, and, for the Executive himself, life, accident, disability and the
like insurance benefits equivalent to the maximum benefits available from time
to time under the Bank’s Group Insurance program for an employee of the Executive’s
salary level during the Term. 
Additionally, the Bank, at its expense, shall provide the Executive with
term life insurance benefits in the amount of not less that Five Hundred
Thousand Dollars ($500,000) with beneficiary to be of the Executive’s choice,
provided that the Executive is rated in the highest category by the Insurance
Company.  If rated lower, the Bank will
spend the amount it would have spent for the highest rating and purchase the
maximum amount of insurance at the Executive’s lower rating.  Said coverage shall be in existence and take
effect as of the Effective Date and shall continue throughout the Term.  The Bank shall provide the Executive with
disability insurance providing for monthly disability payments.


 


4.4           Business Expenses:  The Executive shall be entitled to  reimbursement by the Bank for any ordinary
and necessary business expenses he incurs 
in the performance of 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.


 


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4.5           Club Memberships:  The Executive shall be provided paid
membership in clubs selected by the Executive and approved by the President and
Chief Executive Officer.


 


4.6           Retirement Benefits:   The Executive shall be provided with
medical, dental and vision insurance benefits for himself and eligible family
members equivalent to the
maximum benefits available from time to time under the Bank’s Group Insurance
program for an employee of the Executive’s salary level at the Bank’s
expense 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 any
time by action of its Board of Directors, without further obligation or
liability to the Executive, in the event that:


 


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


 


(b)                                 The
Executive fails to abide by and/or enforce the Bank’s safety and soundness
policies; or


 


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


 


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


 


(e)                                  The
Executive commits any act, which could cause termination of Coverage under the
Bank’s Blanket Bond as to the Executive, as


 


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distinguished
from termination of such coverage as to the Bank as a whole; or


 


(f)                                    The
Executive dies.


 


5.2           Termination Without Cause:  In the event the Board of Directors of the
Bank determines that either (i) the continued association of the Executive with
the Bank or (ii) the performance of his duties by the Executive is not in the
best interest of the Bank, then the Bank may terminate this Agreement by action
of its Board of Directors.   In the
event of such termination without cause, and subject to any limitation of
payments to Officers and Directors under applicable Federal and State law, the
Executive shall be paid as and for severance payments and in lieu of any and
all other Compensation, 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 any accrued but unpaid Bonus Compensation described elsewhere
in this Agreement.  In addition, the
Bank, at its expense will provide the Executive and his dependent family with
insurance Coverage, as described in Paragraph 4.3 above, for a period of not
less than six (6) months following the Executive’s termination.  Upon such payment, any and all obligations
of the Bank to the Executive shall have been fully and completely satisfied and
the Executive shall be entitled to no additional compensation, claim, right or
benefit hereunder or otherwise.


 


5.3           Action by Supervisory Authority:  If the bank is closed or taken over by any
banking supervisory authority, such banking authority may immediately terminate
this Agreement without liability or obligation to the Executive.


 


5.4           Merger or Corporate Dissolution:  In the event of a merger 


 


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where the Bank is not the surviving corporation, in
the event of a consolidation, in the event of a transfer of all or
substantially all of the assets of the Bank, in the event of any other
corporate reorganization where there is a change in ownership of at least
Twenty Five Percent (25%) except as may result from a transfer of the Bank’s
stock to another corporation in exchange for at least Sixty-Six and Two-Thirds
Percent (66 2/3%) control of that corporation, or in the event of the
dissolution of the Bank, the Executive may terminate this Agreement.  In the event of such termination, and
subject to any limitation of payments to Officers and Directors under
applicable Federal and State law, the Executive shall be paid, as and for
severance payments and in lieu of any and all other compensation 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, plus any  accrued but unpaid Bonus Compensation
described elsewhere in this Agreement. 
In addition, the Bank, at its expense, will provide the Executive and
his dependent family with insurance coverage, as described 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 Executive shall have been
fully and completely satisfied and the Executive shall be entitled to no
additional compensation, claim, right or benefit hereunder or otherwise.


 


5.5           Termination by the Executive:   The Executive 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 and the Executive must exercise
his vested options 


 


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within Sixty (60) days of
termination.  If not so exercised, those
options shall also be forfeited.


 


6.             GENERAL PROVISIONS: 


 


6.1           Indemnification:  To the extent permitted by law, applicable
statutes, the Articles of Incorporation, the By-Laws and resolutions of the
Bank in effect from time to time, the Bank shall indemnify the Executive
against liability or loss arising out of the Executive’s actual or asserted
misfeasance of malfeasance in the performance of the Executive’s duties or out
of any actual or asserted wrongful act against, or by, the Bank including but
not limited to judgments, fines, settlements and expenses incurred in the
defense of actions, proceedings and appeals therefrom.  The Bank shall provide Directors and
Officers Liability Insurance to indemnify and insure the Bank and the Executive
from 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 other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing, when deposited in the United States mail, postage prepaid, or when
communicated to public telegraph company for transmittal, addressed to the
party at the address appearing below the signatures of each party at the end of
this Agreement.  Either party may change
address by written notice in accordance with this paragraph.


 


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


 


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6.4           Applicable Law:  This Agreement is to be governed by and construed under the
laws of the State of Nevada.


 


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


 


6.6           Invalid Provision:  Should any portion or provision of this
Agreement for any reasons be declared invalid, void, or unenforceable by a
court of competent jurisdiction, the validity and binding 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 if this Agreement had
been executed with said portion or provision eliminated.


 


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


 


6.8           Arbitration:
Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be
submitted to arbitration in accordance with 


 


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the rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered into any court having jurisdiction thereof.


 


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


 


6.10         Receipt of Agreement:  Each of the parties hereto acknowledge  that he has read this Agreement in its
entirety and does hereby acknowledge receipt of a fully-executed copy thereof.  A fully-executed copy shall be an original
for all purposes and is a duplicate original.


 


 


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


 


 


	
  The
  “Bank”

  	
   

  	
  The
  “Executive”

  
	
  Nevada
  Security Bank

  	
   

  	
  Bob
  Walter

  
	
  By:

  	
  /s/   Ed
  Allison

  	
   

  	
  By:

  	
  /s/
  Bob Walter

  	
   

  
	
   

  	
  /s/
  Hal Giomi 

  	
   

  	
   

  
	
  465 S. Meadows Pkwy,
  Suite 18

  	
  14200
  Bandolier Ct.

  
	
  Reno, NV  89511

  	
  Reno,
  NV  89511

  



 


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