Exhibit
10.6


 


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 Joseph Bourdeau (the “Executive”), whose
residence address is  974 Fairway Park
Drive, (mailing P. O. Box 6633), Incline Village, NV  89450.


 


RECITALS


 


WHEREAS, the Bank
desires to employ the Executive as its Senior Executive Vice President,
Marketing and Sales, 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
Senior Executive Vice President, Marketing and Sales,  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 Senior Executive Vice
President, Marketing and Sales, 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 be
employed as a full-time employee and shall devote whatever time is necessary to
perform 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 Incline Village
Branch. 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 be employed as a full-time
employee, using whatever time is necessary to accomplish the terms and
conditions of this Agreement.  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.  The Board of Directors recognizes that the
Executive is involved in activities which serve to enhance his reputation and
stature and these activities are permissible as long as they are not directly
or 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 or
cause to be paid, as a base salary to the Executive a minimum of Ninety
Thousand Dollars ($90,000) annually in 2002; One Hundred Thousand Dollar
($100,000) annually in 2003; and One Hundred-Ten Thousand Dollars annually in
2004, prorated for 


 


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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. 
Higher annual increases shall be made at the recommendation of the
President/CEO, subject to ratification of the Board of Directors.


 


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 


 


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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 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 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 


 


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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.


 


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


 


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(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
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.


 


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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 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.


 


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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 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


 


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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 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


 


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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.


 


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 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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