Exhibit 10.1


 


RELEASE AND WAIVER


THE BANK HOLDINGS EXECUTIVE NONQUALIFIED EXCESS PLAN


DISTRIBUTION AND PAYMENT


 


In
consideration for the distribution and payment by The Bank Holdings (the “Company”)
of the portion (the “Non Grandfathered Portion”) of my account balance in the
Company’s Executive Nonqualified Excess Plan (the “Plan”), also known as The
Bank Holdings Excess Plan, that is other than grandfathered for purposes of being
covered by Section 409A of the Internal Revenue Code of 1986, as amended,                                       ,
(the “Participant”) hereby releases the Company and Nevada Security Bank (the “Bank”)
from any liability for the termination of the Plan and the distribution and
payment of the Non Grandfathered Portion, including the Participant’s liability
for any excise taxes or interest under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), for any failure to withhold
federal income taxes, and any related interest or penalties.


 


The
Participant acknowledges that the Participant shall be liable for the payment
of any federal and/or state income taxes, excise taxes, interest and penalties associated
with the distribution and payment of the Non Grandfathered Portion to the Participant,
including the withholding of taxes.  In
addition, the Participant further waives any claim against the Company and the
Bank for the changes to the Participant’s compensation or benefits that are the
direct result of the termination of the Plan.


 


This
waiver includes and releases all claims the Participant may have under the laws
of the United States or any state , known or unknown, in law or
equity, that the parties ever had, now have, may have, or claim to have against
any and all of the persons or entities named in this paragraph arising out of,
or by reason of this agreement, or related to the requirements
imposed by the aforementioned termination of the Plan and distribution and
payment of the Non Grandfathered Portion including without limitation a claim
for any compensation or other payments the Participant would otherwise receive.


 


It
is the express intention of the Parties that this agreement shall be effective
as a full and final accord, satisfaction and release as to the matters released
herein. In furtherance of this intention, as to the matters released herein,
each Party expressly waives and relinquishes, to the fullest extent permitted,
including but not limited to all provisions, rights and benefits of applicable
Nevada law.


 


Each
Party acknowledges a general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.


 


Each
Party also expressly waives and relinquishes, to the fullest extent permitted
by applicable law, the provisions, rights and benefits conferred by any law of
any state, territory, or commonwealth of the United States, or principle of
common law, or of international or foreign law, which is similar, comparable or
equivalent to Nevada law.


 

















 


The
Participant further states that (i) the Participant has carefully read
this document, (ii) the Participant has had the opportunity to consult an
attorney to have any questions concerning this document explained to the Participant,
(iii) the Participant fully understands its final and binding effect,
including the federal and state income tax effects of the distribution and
payment of the Non Grandfathered Portion to the Participant and (iv) the Participant
is signing this document voluntarily. 
Each Party or its respective counsel has cooperated in the drafting and
preparation of this waiver.  This waiver
shall not be construed against any Party as the drafter thereof.


 


 


Executed
this 13th day of August 2009.


 


 


	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


CONSENT OF THE PARTICIPANT’S SPOUSE


TO THE PRECEDING DISTRIBUTION AND PAYMENT OF


THE BANK HOLDINGS EXECUTIVE NONQUALIFIED EXCESS PLAN


 


I,
                                      ,
being the spouse of                                       ,
after being afforded the opportunity to consult with independent counsel of my
choosing, do hereby acknowledge that I consent to my spouse’s distribution and
payment of the portion (the “Non Grandfathered Portion”) of my spouse’s account
balance in the Company’s Executive Nonqualified Excess Plan, also known as The
Bank Holdings Excess Plan, (the “Plan”) that is other than grandfathered for
purposes of being covered by Section 409A of the Internal Revenue Code of
1986, as amended.


 


I
understand that the aforementioned consent to my spouse’s distribution and
payment of the Non Grandfathered Portion of the Plan adversely affects my
community property interest in the benefits provided for under the Plan.


 


I
further release The Bank Holdings and Nevada Security Bank from any liability
for my spouse’s distribution and payment of the Non Grandfathered Portion of
the Plan.  In addition, I further waive
any claim against The Bank Holdings and Nevada Security Bank for any changes to
the compensation or benefits of my spouse and me that are the direct result of
distribution and payment of the Non Grandfathered Portion pursuant to
termination of the Plan.


 


This
waiver includes and releases all claims I may have under the laws of the United
States or any state related to the requirements imposed by my spouse’s
distribution and payment of the Non Grandfathered Portion, including without
limitation a claim for any compensation or other payments my spouse or I would
otherwise receive.


 


It
is the express intention of the Parties that this agreement shall be effective
as a full and final accord, satisfaction and release as to the matters released
herein. In furtherance of this intention, as to the matters released herein,
each Party expressly waives and relinquishes, to the fullest extent permitted,
including but not limited to all provisions, rights and benefits of applicable
Nevada law.


 


Each
Party acknowledges a general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.


 


Each
Party also expressly waives and relinquishes, to the fullest extent permitted
by applicable law, the provisions, rights and benefits conferred by any law of
any state, territory, or commonwealth of the United States, or principle of
common law, or of international or foreign law, which is similar, comparable or
equivalent to Nevada law.


 

















 


I
further state that I (i) have carefully read this document, (ii) have
had the opportunity to consult an attorney to have any questions concerning
this document explained to me, (iii) fully understand its final and
binding effect, including the federal and state income tax effects of the
payment of the Consideration to Executive on me and (iv) am signing this
document voluntarily.  Each Party or its
respective counsel has cooperated in the drafting and preparation of this
waiver.  This waiver shall not be construed
against any Party as the drafter thereof.


 


 


	
  Dated:  August 13th, 2009

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name: