Exhibit
10.19


 


NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT, NO SHARES OF NEVADA SECURITY BANK’S STOCK SHALL BE ISSUED
PURSUANT HERETO UNLESS THE NEVADA SECURITY BANK 2002 STOCK OPTION PLAN SHALL
HAVE 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 and
entered into as of the 18th day of
July, 2002, by and between Nevada Security Bank, a Nevada
corporation (the “Bank”), and Jesse Haw (“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 the
Bank has authorized granting to Optionee, a nonqualified stock option to
purchase all or any part of Eleven Thousand
Five Hundred,  (11,500) authorized
but 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 conditions
hereinafter stated;


 


NOW, THEREFORE, it is hereby agreed:


 


1.             Grant
of Option.  Pursuant to said action of the Board of
Directors and pursuant to authorizations granted by all appropriate regulatory
and governmental agencies, the Bank hereby grants to Optionee the option to
purchase, upon and subject to the terms and conditions of the Plan, which is
incorporated in full herein by this reference, all or any part of Eleven Thousand Five Hundred (11,500) shares
of the Bank’s common stock (hereinafter called “Common Stock”) at the price of Ten Dollars and No Cents ($10.00)
per share, which price is not less than one hundred percent (100%) of the fair
market value of the Common Stock as of the date of action of the Board of
Directors granting this option.


 

















 


2.             Exercisability.  This
option shall be exercisable as to:


 




	
  2,300
  Shares

  	
   

  	
  Upon
  Grant, July 18, 2002

  
	
  2,300
  Shares

  	
   

  	
  After
  July 18, 2003

  
	
  2,300
  Shares

  	
   

  	
  After
  July 18, 2004

  
	
  2,300
  Shares

  	
   

  	
  After
  July 18, 2005

  
	
  2,300
  Shares

  	
   

  	
  After
  July 18, 2006

  






 


This option shall remain exercisable as to
all of such shares until July 18, 2012
(but not later than ten (10) years from the date this option is granted) unless
this option has expired or terminated earlier in accordance with the provisions
hereof.  Shares as to which this option
becomes exercisable pursuant to the foregoing provision may be purchased at any
time prior to expiration of this option.


 


3.             Exercise
of Option.  This option may be exercised by written
notice delivered to the Bank stating the number of shares with respect to which
this option is being exercised, together with cash or qualifying shares of the
Bank’s stock, as applicable,  in the
amount of the purchase price of such shares. 
Not less than one (1) share may be purchased at any one time, and in no
event may the option be exercised with respect to fractional shares. Upon
exercise, Optionee shall be responsible for providing Bank with that
information 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 contained
herein or in the Plan, benefits in the form of payment of taxes by the Bank
shall not be payable under this section or under the Plan to the extent the
benefit would be an excess parachute payment under Section 280G of the Internal
Revenue Code of 1986, as amended


 


4.             Cessation
of Directorship or Employment.  Except as provided in
Paragraphs 2 and 5 hereof, if Optionee shall cease to be a director or an
employee of the Bank or a subsidiary corporation for any reason other than
Optionee’s death or disability [as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”)], this option
shall expire three (3) months thereafter. 
During the three (3) month period this option 


 


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shall
be exercisable only as to those installments, if any, which had accrued as of
the date when the Optionee ceased to be a director or an employee of the Bank
or a subsidiary corporation.


 


5.             Termination
of Employment for Cause.  If Optionee is an employee of
the Bank or a subsidiary corporation and Optionee’s employment with the Bank or
a subsidiary corporation is terminated for cause, this option shall expire immediately,
unless reinstated by the Board of Directors within thirty (30) days of such
termination by giving written notice of such reinstatement to Optionee at his
or her last known address.  In the event
of such reinstatement, Optionee may exercise this option only to such extent,
for such time, and upon such terms and conditions as if Optionee had ceased to
be an employee of the Bank or a subsidiary corporation upon the date of such
termination for a reason other than cause, death or disability.  Termination for cause shall include, but not
be limited to, termination for malfeasance or gross misfeasance in the
performance of duties or conviction of a crime involving moral turpitude, and,
in any event, the determination of the Board of Directors with respect thereto
shall be final and conclusive.


 


6.             Nontransferability;
Death or Disability of Optionee.  This option shall not be
transferable except by will or by the applicable laws of descent and
distribution and shall be exercisable during Optionee’s lifetime only by
Optionee.  If Optionee dies while
serving as a director or 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 in Paragraph 2 hereof, whichever is earlier.  After Optionee’s death but before such
expiration, the persons to whom Optionee’s rights under this option shall have
passed by will or by the applicable laws of descent and distribution or the
executor or administrator of Optionee’s estate shall have the right to exercise
this option as to those shares for which installments had accrued under
Paragraph 2 hereof as of the date on which Optionee ceased to be a director or
an employee of the Bank or a subsidiary corporation.


 


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


 


3

















 


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


 


7.             Employment.  This
Agreement shall not obligate the Bank or a subsidiary corporation to employ
Optionee for any period, nor shall it interfere in any way with the right of
the Bank or a subsidiary corporation to reduce Optionee’s compensation.


 


8.             Privileges
of Stock Ownership.  Optionee shall have no rights as a
shareholder with respect to the Common Stock subject to this option until the
date of issuance of stock certificates to Optionee.  Except as provided in the Plan, no adjustment will be made for
dividends or other rights for which the record date is prior to the date such
stock certificates are issued.


 


9.             Modification
and Termination.  The rights of Optionee are subject to
modification and termination upon the occurrence of certain events as provided
in Sections 13 and 14 of the Plan.


 


10.          Notification
of Sale.  Optionee agrees that Optionee, or any person
acquiring shares upon exercise of this option, will notify the Bank not more
than five (5) days after any sale or other disposition of such shares.  No shares issuable upon the exercise of this
option shall be issued and delivered unless and until the Bank has fully
complied with all applicable requirements of any regulatory agency having
jurisdiction over the Bank, and all applicable requirements of any exchange
upon which the Common Stock of the Bank may be listed.


 


11.          Notices.  Any
notice to the Bank provided for in this Agreement shall be addressed to it in
care of its President at its main office and any notice to Optionee shall be
addressed to Optionee’s address on file with the Bank or a subsidiary
corporation, or to such other address as either may designate to the other in
writing.  Any notice shall be deemed to
be duly given if and when enclosed in a properly sealed envelope and addressed
as stated above and deposited, postage prepaid, with the United States Postal
Service.  In lieu of giving notice by
mail as aforesaid, any written notice under this Agreement may be given to
Optionee 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 as
of the day and year first above written.


 


 


	
  OPTIONEE

  	
   

  	
   

  	
  NEVADA
  SECURITY BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/Jesse Haw

  	
   

  	
  By

  	
  /s/ Hal Giomi

  	
   

  	
   

  
	
  Jesse Haw

  	
  Hal
  Giomi, President & CEO

  	
   

  



 


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