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                                                                    EXHIBIT 10.1

                                   VALLEY BANK
                           EMPLOYEE STOCK OPTION PLAN

1.    PURPOSE OF THE PLAN. The purpose of this Employee Stock Option Plan
      ("Plan") is to provide additional incentives to key employees of Valley
      Bank ("Bank") and any of its future Subsidiaries, thereby helping to
      attract and retain the best available personnel for positions of
      responsibility with said corporations and otherwise promoting the success
      of the business activities of Bank. Bank intends that Options issued
      pursuant to this Plan shall constitute either Incentive Stock Options
      within the meaning of Section 422 of the Code or Nonqualified Stock
      Options

2.    DEFINITIONS. As used in this Plan, the following definitions apply:

      a.    "Bank" has the meaning set forth in paragraph 1 of this Plan.

      b.    "Board" means the Board of Directors of Bank.

      c.    "Code" means the Internal Revenue Code of 1986, as amended.

      d.    "Common Stock" means Bank's common stock, $1 par value per share.

      e.    "Committee" has the meaning set forth in subparagraph 4(a) of this
            Plan.

      f.    "Continuous Status as Employee" means the absence of any
            interruption or termination of service as an Employee. Continuous
            Status as an Employee shall not be considered interrupted in the
            case of sick leave, military leave or any other approved leave of
            absence.

      g.    "Date of Grant" of an Option means the date on which the Committee
            makes the determination granting such Option, or such later date as
            the Committee may designate. The Date of Grant shall be specified in
            the Option agreement.

      h.    "Employee" means any person employed by Bank, or a Subsidiary of
            Bank which is currently in existence or is hereafter organized or is
            acquired by Bank.

      i.    "Exercise Price" has the meaning set forth in subparagraph 4(b)(2)
            of this Plan.

      j.    "Option" means a stock option granted under this Plan. Options shall
            include both Incentive Stock Options as defined under Section 422 of
            the Code and Nonqualified Stock Options, which refer to all stock
            options other than Incentive Stock Options.

      k.    "Optionee" means an Employee who receives an Option.

      l.    "Plan" has the meaning set forth in paragraph 1 of this Plan.

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      m.    "Parent" means any corporation owning at least eighty percent (80%)
            of the total voting power of the issued and outstanding stock of
            Bank, and eighty percent (80%) of the total value of the issued and
            outstanding stock of Bank.

      n.    "Shareholder-Employee" means an Employee who owns stock representing
            more than ten percent (10%) of the total combined voting power of
            all classes of stock of Bank or of any Subsidiary or parent company.
            For this purpose, the attribution of stock ownership rules provided
            in Section 424(d) of the Code shall apply.

      o.    "Subsidiary" means any corporation of which not less than fifty
            percent (50%) of the voting shares are held by Bank or a Subsidiary,
            whether or not such corporation now exists or is hereafter organized
            or acquired by Bank or a Subsidiary.

3.    STOCK SUBJECT TO OPTIONS.

      a.    Number of Shares Reserved. The maximum number of shares which may be
            optioned and sold under this Plan is 210,000 shares of the Common
            Stock of Bank (subject to adjustment as provided in subparagraph
            6(j) of this Plan). During the term of this Plan, Bank will at all
            times reserve and keep available a sufficient number of shares of
            its Common Stock to satisfy the requirements of this Plan.

      b.    Expired Options. If any outstanding Option expires or becomes
            unexercisable for any reason without having been exercised in full,
            the shares of Common Stock allocable to the unexercised portion of
            such Option will again become available for other Options.

4.    ADMINISTRATION OF THE PLAN.

      a.    The Committee. The Board will administer this Plan directly, acting
            as a Committee of the whole, or if the Board elects, by a separate
            Committee appointed by the Board for that purpose and consisting of
            at least three Board members. All references in the Plan to the
            "Committee" refers to this separate Committee, if any is
            established, or if none is then in existence, refers to the Board as
            a whole. Once appointed, any Committee will continue to serve until
            otherwise directed by the Board. From time to time, the Board may
            increase the size of the Committee and appoint additional members,
            remove members (with or without cause), appoint new members in
            substitution, and fill vacancies however caused. The Committee will
            select one of its members as chairman, and will hold meetings at
            such times and places as the chairman or a majority of the Committee
            may determine. At all times, the Board will have the power to remove
            all members of the Committee and thereafter to directly administer
            this Plan as a Committee of the whole.

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            (1)   Members of the Committee who are eligible for Options or who
                  have been granted Options will be counted for all purposes in
                  determining the existence of a quorum at any meeting of the
                  Committee and will be eligible to vote on all matters before
                  the Committee respecting the granting of Options or
                  administration of this Plan.

            (2)   At least annually, the Committee must present a written report
                  to the Board indicating the persons to whom Options have been
                  granted since the date of the last such report, and in each
                  case the Date of Grant, the number of shares optioned, and the
                  per-share Exercise Price.

      b.    Powers of the Committee. All actions of the Committee must be either
            (i) by a majority vote of the members of the full Committee at a
            meeting of the Committee, or (ii) by unanimous written consent of
            all members of the full Committee without a meeting. All decisions,
            determinations and interpretations of the Committee will be final
            and binding on all persons, including all Optionees and any other
            holders or persons interested in any Options, unless otherwise
            expressly determined by a vote of the majority of the entire Board.
            No member of the Committee or of the Board will be liable for any
            action or determination made in good faith with respect to the Plan
            or any Option. Subject to all provisions and limitations of the
            Plan, the Committee will have the authority and discretion:

            (1)   to determine the persons to whom Options are to be granted,
                  the Dates of Grant, and the number of shares to be represented
                  by each Option;

            (2)   to determine the price at which shares of Common Stock are to
                  be issued under an Option, subject to subparagraph 6(b) of
                  this Plan ("Exercise Price");

            (3)   to determine all other terms and conditions of each Option
                  granted under this Plan (including specification of the dates
                  upon which Options become exercisable, and whether conditioned
                  on performance standards, periods of service or otherwise),
                  which terms and conditions can vary between Options;

            (4)   to modify or amend the terms of any Option previously granted,
                  or to grant substitute Options, subject to subparagraphs 6(l)
                  and 6(m) of this Plan;

            (5)   to authorize any person or persons to execute and deliver
                  Option agreements or to take any other actions deemed by the
                  Committee to be necessary or appropriate to effect the grant
                  of Options by the Committee;

            (6)   to interpret this Plan and to make all other determinations
                  and take all other actions which the Committee deems necessary
                  or appropriate to administer this Plan in accordance with its
                  terms and conditions.

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5.    ELIGIBILITY. Options may be granted only to Employees. Granting of Options
      under this Plan will be entirely discretionary with the Committee.
      Adoption of this Plan will not confer on any Employee any right to receive
      any Option or Options under this Plan unless and until said Options are
      granted by the Committee in its sole discretion. Neither the adoption of
      this Plan nor the granting of any Options under this Plan will confer upon
      any Employee or Optionee any right with respect to continuation of
      employment, nor will the same interfere in any way with his or her right
      or with the right of the shareholders of Bank or any Subsidiary to
      terminate his or her employment at any time.

6.    TERMS AND CONDITIONS OF OPTIONS. All Options granted under this Plan must
      be authorized by the Committee, and must be documented in written Option
      agreements in such form as the Committee will approve from time to time,
      which agreements must comply with and be subject to all of the following
      terms and conditions:

      a.    Number of Shares; Annual Limitation. Each Option agreement must
            state whether the Option is intended to be an Incentive Stock Option
            or a Nonqualified Stock Option and the number of shares subject to
            Option. Any number of Options may be granted to an Employee at any
            time; except that, in the case of Incentive Stock Options, the
            aggregate fair market value (determined as of each Date of Grant) of
            all shares of Common Stock with respect to which Incentive Stock
            Options become exercisable for the first time by such Employee
            during any one calendar year (under all incentive stock option plans
            of the Company and all of its Subsidiaries taken together) shall not
            exceed $100,000. Any portion of an Option in excess of the $100,000
            limitation shall be treated as a Nonqualified Stock Option

      b.    Exercise Price and Consideration. The Exercise Price shall be the
            price determined by the Committee, subject to subparagraphs (1) and
            (2) below.

            (1)   In the case of Incentive Stock Options, the Exercise Price
                  shall in no event be less than the fair market value of the
                  Common Stock on the Date of Grant. In the case of an Incentive
                  Stock Option granted to a Employee who, immediately before the
                  grant of such Incentive Stock Option, is a
                  Shareholder-Employee, the Exercise Price shall be at least
                  110% of the fair market value of the Common Stock on the Date
                  of Grant.

            (2)   In all cases, the Exercise Price shall be no less than the
                  greater of (i) the fair market value of the Common Stock or
                  (ii) the net book value of the Common Stock at the time of
                  grant, as is determined by the Committee.

            (3)   In all cases, the Exercise Price shall be payable either (i)
                  in United States dollars upon exercise of the Option, or (ii)
                  if approved by the Board, other consideration including
                  without limitation Common Stock of Bank, services, debt
                  instruments or other property.

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      c.    Term of Option. No Option shall in any event be exercisable after
            the expiration of ten (10) years from the Date of Grant. Further, no
            Incentive Stock Option granted to a Employee who, immediately before
            such Incentive Stock Option is granted, is a Shareholder-Employee
            shall be exercisable after the expiration of five (5) years from the
            Date of Grant. Subject to the foregoing and other applicable
            provisions of the Plan including but not limited to subparagraphs
            6(g), 6(h) and 6(i), the term of each Option will be determined by
            the Committee in its discretion.

      d.    Non-transferability of Options. No Option may be sold, pledged,
            assigned, hypothecated, transferred, or disposed of in any manner
            other than by will or by the laws of descent or distribution and may
            be exercised, during the lifetime of the Optionee, only by the
            Optionee.

      e.    Manner of Exercise. An Option will be deemed to be exercised when
            written notice of exercise has been given to Bank in accordance with
            the terms of the Option by the person entitled to exercise the
            Option, together with full payment for the shares of Common Stock
            subject to said notice.

      f.    Rights as Shareholder. An Optionee shall have none of the rights of
            a shareholder with respect to any shares covered by his or her
            Option unless and until the Optionee has exercised such Option and
            submitted full payment for the shares.

      g.    Death of Optionee. An Option shall be exercisable at any time prior
            to termination under subparagraphs (1) or (2), below, by the
            Optionee's estate or by such person or persons (including a trustee
            or successor trustee of a revocable living trust) who have acquired
            the right to exercise the Option by bequest or by inheritance or by
            reason of the death of the Optionee. In the event of the death of an
            Holder,

            (1)   an Incentive Stock Option shall terminate no later than the
                  earliest of (i) one year after the date of death of the
                  Optionee if the Optionee had been in Continuous Status as an
                  Employee since the Date of Grant of the Option, or (ii) the
                  date specified under subparagraph 6(i) of this Plan if the
                  Optionee's status as an Employee was terminated prior to his
                  or her death, or (iii) the expiration date otherwise provided
                  in the applicable Option agreement; and

            (2)   a Nonqualified Stock Option shall terminate no later than the
                  earlier of (i) one year after the date of death of the
                  Optionee, or (ii) the expiration date otherwise provided in
                  the Option agreement, except that if the expiration date of a
                  Nonqualified Stock Option should occur during the 180-day
                  period immediately following the Optionee's death, such Option
                  shall terminate at the end of such 180-day period.

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      h.    Disability of Optionee. If an Optionee's status as an Employee is
            terminated at any time during the Option period by reason of a
            disability (within the meaning of Section 22(e)(3) of the Code) and
            if said Optionee had been in Continuous Status as an Employee at all
            times between the date of grant of the Option and the termination of
            his or her status as an Employee, his or her Option shall terminate
            no later than the earlier of (i) one year after the date of
            termination of his or her status as an Employee, or (ii) the
            expiration date otherwise provided in his or her Option agreement.

      i.    Termination of Status as an Employee.

            (1)   If an Optionee's status as an Employee is terminated at any
                  time after the grant of an Option to such Employee for any
                  reason other than death or disability (as described in
                  subparagraphs 6(g) and 6(h) above) and not for cause, as
                  provided in subparagraph (2) below, then such Option shall
                  terminate no later than the earlier of (i) the same day of the
                  third month after the date of termination of his or her status
                  as an Employee, or (ii) the expiration date otherwise provided
                  in his or her Option agreement.

            (2)   If an Optionee's status as an Employee is terminated for cause
                  at any time after the grant of an Option to such Employee,
                  then such Option shall terminate at the end of the day on the
                  date of termination of his or her status as an Employee. For
                  this purpose, "cause" includes fraud or willful misconduct or
                  any other conduct which the Board reasonably believes will
                  cause or has caused Bank substantial injury as a result of
                  gross negligence or dishonesty.

      j.    Adjustments Upon Changes in Capitalization. Subject to any required
            action by the shareholders of Bank, the number of shares of Common
            Stock covered by each outstanding Option, the number of shares of
            Common Stock available for grant of additional Options, and the
            per-share Exercise Price in each outstanding Option, will be
            proportionately adjusted for any increase or decrease in the number
            of issued shares of Common Stock resulting from any stock split or
            other subdivision or consolidation of shares, the payment of any
            stock dividend (but only on the Common Stock) or any other increase
            or decrease in the number of such shares of Common Stock effected
            without receipt of consideration by Bank; provided, however, that
            conversion of any convertible securities of Bank will not be deemed
            to have been "effected without receipt of consideration." Such
            adjustment will be made by the Committee, whose determination in
            that respect will be final, binding and conclusive.

            (1)   Except as otherwise expressly provided in this subparagraph
                  6(j), no Optionee will have any rights by reason of any stock
                  split or the payment of any stock dividend or any other
                  increase or decrease in the number of shares of Common Stock,
                  and no issuance by Bank of shares of stock of any class, or
                  securities convertible into shares of stock of any class, will

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                  affect the number of shares or Exercise Price subject to any
                  Options, and no adjustments in Options will be made by reason
                  thereof. The grant of an Option under this Plan will not
                  affect in any way the right or power of Bank to make
                  adjustments, reclassifications, reorganizations or changes of
                  its capital or business structure.

      k.    Conditions Upon Issuance of Shares. Shares of Common Stock will not
            be issued with respect to an Option granted under this Plan unless
            the exercise of such Option and the issuance and delivery of such
            shares pursuant thereto will comply with all applicable provisions
            of law, including applicable federal and state securities laws. As a
            condition to the exercise of an Option, Bank may require the person
            exercising such Option to represent and warrant at the time of
            exercise that the shares of Common Stock are being purchased only
            for investment and without any present intention to sell or
            distribute such Common Stock if, in the opinion of counsel for Bank,
            such a representation is required by any of the aforementioned
            relevant provisions of law.

      l.    Corporate Sale Transactions. In the event of the merger or
            reorganization of Bank with or into any other corporation, the sale
            of substantially all of the assets of Bank, or a dissolution or
            liquidation of Bank (collectively, "Sale Transaction"), (1) all
            outstanding Options that are not then fully exercisable will become
            exercisable upon the date of closing of any sale transaction or such
            earlier date as the Committee may fix; and (2) the Committee may, in
            the exercise of its sole discretion, terminate all outstanding
            Options as of a date fixed by the Committee. In such event, however,
            the Committee must notify each Optionee of such action in writing
            not less than sixty (60) days prior to the termination date fixed by
            the Committee, and each Optionee must have the right to exercise his
            or her Option prior to said termination date.

      m.    Substitute Stock Options. In connection with an internal
            reorganization of Bank (e.g., formation of a holding company), the
            Committee is authorized, in its discretion, to substitute for any
            unexercised Option, a new option for shares of the resulting
            entity's stock.

      n.    Tax Compliance. Bank, in its sole discretion, may take actions
            reasonably believed by it to be required to comply with any local,
            state, or federal tax laws relating to the reporting or withholding
            of taxes attributable to the grant or exercise of any Option or the
            disposition of any shares of Common Stock issued upon exercise of an
            Option, including, but not limited to (i) withholding from any
            Optionee exercising an Option a number of shares of Common Stock
            having a fair market value equal to the amount required to be
            withheld by Bank under applicable tax laws, and (ii) withholding
            from any form of compensation or other amount due an Optionee, or
            holder, of shares of Common Stock issued upon exercise of an Option
            any amount required to be withheld by Bank under applicable tax
            laws. Withholding or reporting will be considered required for

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            purposes of this subparagraph if the Committee, in its sole
            discretion, so determines.

      o.    Federally Mandated Exercise of Options. If the Employer's primary
            federal regulator determines that the Employer's capital falls below
            the regulator's minimum capital requirements and notifies the
            Employer in writing to require the exercise or forfeiture of all
            vested Options, the Employer will so notify each Optionee
            immediately in writing. Upon receipt of such written notice from the
            Employer, Optionees must exercise their vested Options within 90
            days. Failure to exercise Options under this subsection (o) will
            result in the Optionee's forfeiture of his or her vested Options.

      p.    Holding Period for Incentive Stock Options. With regard to shares of
            Common Stock issued pursuant to an Incentive Stock Option granted
            under the Plan, if the Optionee (or such other person who may
            exercise the Option pursuant to subparagraph 6(g) of this Plan)
            makes a disposition of such shares within two years from the Date of
            Grant of such Option, or within one year from the date of issuance
            of such shares to the Optionee upon the exercise of such Option,
            then the Optionee must notify the Company in writing of such
            disposition and must cooperate with the Company in any tax
            compliance relating to such disposition.

      q.    Other Provisions. Option agreements executed under this Plan may
            contain such other provisions as the Committee will deem advisable.

7.    TERM OF THE PLAN. This Plan will become effective and Options may be
      granted upon the Plan's approval by the Board, subject to shareholder
      approval and approval by the Commissioner of the Nevada Department of
      Business & Industry, Financial Institutions Division. Unless sooner
      terminated as provided in subparagraph 7(a) of this Plan, this Plan will
      terminate on the tenth (10th) anniversary of its effective date. Options
      may be granted at any time after the effective date and prior to the date
      of termination of this Plan.

      a.    Amendment or Early Termination of the Plan. The Board may terminate
            this Plan at any time. The Board may amend this Plan at any time and
            from time to time in such respects as the Board may deem advisable,
            except that, without approval of the shareholders, no revision or
            amendment will increase the number of shares of Common Stock subject
            to this Plan other than in connection with an adjustment under
            subparagraph 6(j) of this Plan.

      b.    Effect of Amendment or Termination. No amendment or termination of
            this Plan will affect Options granted prior to such amendment or
            termination, and all such Options will remain in full force and
            effect notwithstanding such amendment or termination.

8.    REGULATORY AND SHAREHOLDER APPROVALS. Adoption of this Plan will be
      subject to approval by the Commissioner of the Nevada Department of
      Business & Industry,

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      Financial Institutions Division and by the affirmative vote of
      shareholders owning at least a majority of the outstanding Common Stock of
      Bank at a duly convened meeting. If shareholder approval is not obtained
      within twelve (12) months after the date of the Board's adoption of this
      Plan, then this Plan shall terminate subject to subparagraph 7(b) of the
      Plan except that any Incentive Stock Options previously granted under the
      Plan shall become Nonqualified Stock Options, and no further Options shall
      be granted under the Plan.

                                     * * * *

                             CERTIFICATE OF ADOPTION

      I certify that the foregoing Employee Stock Option Plan was approved by
the Board of Directors of Valley Bank on December 8, 1999.

      I further certify that the foregoing Employee Stock Option Plan was
approved by the Commissioner of the Nevada Department of Business & Industry,
Financial Institutions Division on December 30, 1999.

      I further certify that the foregoing Employee Stock Option Plan was
approved by the shareholders of Valley Bank on January 26, 2000. The Employee
Stock Option Plan was amended by the shareholders of Valley Bank on April 24,
2002.

                                               /s/ BARRY L. HULIN
                                               ---------------------------------
                                               Barry L. Hulin, President and CEO

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