Exhibit 10.2


 


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 Hal G. Giomi (the “Executive”), whose
residence address is  315 Ute Way,
Zephyr Cove, NV  89448.


 


RECITALS


 


WHEREAS, the Bank
desires to employ the Executive as its President and Chief Executive 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
President and Chief Executive 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 President and Chief  Executive 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 best standards of the banking 


 


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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 offices. 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  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 in
equal installments in conformity with the Bank’s normal payroll period.  Annual increases shall be made at the sole
discretion 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 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 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 Board of
Directors.


 


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 distinguished from termination of such coverage as to the Bank as


 


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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 where the Bank is
not the surviving corporation, in the event of a consolidation, in the 


 


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


 


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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.


 


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


 


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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 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.


 


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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 acknowledges 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

  	
  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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