Exhibit 10.18


 


THIRD AMENDED AND
RESTATED NEVADA SECURITY BANK


 


SPLIT DOLLAR AGREEMENT


 


	
  Insurer:

  	
  Beneficial Life
  Insurance Company

  
	
   

  	
  Policy Number BL2174372

  
	
   

  	
   

  
	
   

  	
  Sun Life Assurance
  Company

  
	
   

  	
  Policy Number S02700005

  
	
   

  	
   

  
	
   

  	
  Lincoln Benefit Life Company

  
	
   

  	
  Policy Number 01N1209515

  
	
   

  	
   

  
	
   

  	
  Massachusetts Mutual Life Insurance Company

  
	
   

  	
  Policy Number 0073633

  
	
   

  	
   

  
	
  Bank:

  	
  Nevada Security Bank

  
	
   

  	
   

  
	
  Insured:

  	
  John N. Donovan

  
	
   

  	
   

  
	
  Relationship of Insured to Bank:

  	
  Executive

  
	
   

  	
   

  
	
  Effective Date:

  	
  December 31st,
  2008

  



 


The Bank and Insured as
of the Effective Date aforementioned hereby enters into this Third Amended and
Restated Nevada Security Bank Split Dollar Agreement (hereinafter “Agreement”) which
amends, supersedes and replaces in the entirety the prior “Second Amended and
Restated Nevada Security Bank Split Dollar Agreement,” entered into by and
between these same parties dated September 20, 2007.  The respective rights and duties of Nevada
Security Bank (hereinafter the “Bank” or “Employer”) and the Insured (also
referred to as “Executive”) in the above-referenced policies (referred to as “Policy”)
shall be pursuant to the terms set forth below:


 


1.                                      DEFINITIONS.


 


Unless otherwise defined
herein, the meaning of any defined term in this Agreement shall have meaning as
set forth in the Policy.  If the
definition of a term in the Policy is inconsistent with the definition of a
term in this Agreement, then the definition of the term as set forth in this
Agreement shall supersede and replace the definition of the terms as set forth
in the Policy.  For the purposes of this
Agreement, the terms “Insured” and “Executive,” and the terms “Bank” and “Employer”
shall have the same meaning.


 


1.1                               Termination for Cause. 
The term “Termination for Cause” shall mean
termination of Employment of the Executive by reason of any of the
following:  


 

















 


(A)                            Dishonest or
fraudulent conduct by Executive with respect to the performance of Executive’s
duties with Bank or its parent corporation (The Bank Holdings);


 


(B)                              Conduct
by Executive that materially discredits Bank or its parent corporation or any
of its subsidiaries or is materially detrimental to the reputation of the Bank
or its parent corporation or any of its subsidiaries, including but not limited
to conviction or a plea of nolo contendere of Executive of a felony or crime
involving moral turpitude;


 


(C)                              Executive’s
willful misconduct or gross negligence in performance of Executive’s duties
under this Agreement, including but not limited to Executive’s refusal to
comply in any material respect with the legal directives of the Executive’s
immediate supervisor or the Board of Directors (hereinafter the “Board”),
if such misconduct or negligence has not been remedied or is not being remedied
to the Board’s reasonable satisfaction within thirty (30) days after written
notice, including a detailed description of the misconduct or negligence, has
been delivered by the Board to Executive;


 


(D)                             An order or
directive from a state or federal banking regulatory agency requesting or
requiring removal of Executive or a finding by any such agency that Executive’s
performance threatens the safety or soundness of Bank, its parent corporation
or any of its subsidiaries;


 


(E)                               Material
breach of Executive’s fiduciary duties to Bank if such breach has not been
remedied or is not being remedied to the Board’s reasonable satisfaction within
thirty (30) days after written notice, including a detailed description of the
breach that has been delivered by the Board to Executive;


 


(F)                           The
Executive is convicted of a felony or misdemeanor involving moral turpitude;


 


(G)                          State
and/or Federal banking regulators request or order termination of this
Agreement; or


 


(H)                         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.


 


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1.2                               Voluntary
Termination.  The term “Voluntary
Termination” shall mean termination elected by the Executive.


 


1.3                               Disability/Disabled.
 For the purpose of this Agreement,
an Executive will be considered disabled if:


 


(A)                           He is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months, or


 


(B)                              He
is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under an accident
and health plan covering employees of Participant’s employer.


 


1.4                               Change in Control.  A “Change
in Control” shall mean the earliest occurrence of one of the following events:


 


A.                                   A Change In Ownership of The Bank Holdings or
the Employer.


 


A
change in ownership of The Bank Holdings (TBH) or the Employer occurs on
the date that any person (or group of persons) acquires ownership of stock of
TBH or the Employer that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or
total voting power of the stock of TBH or the Employer, respectively.


 


B.                                     A Change in Effective Control of TBH or the
Employer.


 


A
change in effective control of TBH or the Employer occurs on the date that:


 


1.                                       Any person (or group of persons) acquires (or
has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of TBH or
the Employer possessing thirty-five percent (35%) or more of the total voting
power of the stock of TBH or the Employer, respectively; or


 


2.                                       A majority of members of TBH’s or the
Employer’s Board is replaced during any twelve (12) month period by
directors whose appointment or election is not endorsed by a majority of the
members of TBH’s or the Employer’s Board, respectively prior to the date of the
appointment or election.


 


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C.                                     A Change in Ownership of a Substantial
Portion of TBH’s or the Employer’s Assets.


 


A
change in the ownership of a substantial portion of TBH’s or the Employer’s
assets occurs on the date that any person (or group of persons) acquires (or
has acquired during the twelve (12) month period ending on the date of the
most recent acquisition by such person or persons) assets from TBH or the
Employer, respectively that have a total gross fair market value equal to, or
more than, forty percent (40%) of the total gross fair market value of all of
the assets of TBH or the Employer, respectively immediately prior to such
acquisition or acquisitions.


 


For
the purpose of this Agreement, transfers of the outstanding voting securities
of TBH or the Employer made on account of deaths or gifts, transfers between
family members, former spouses or transfers to a qualified retirement plan
maintained by TBH or the Employer shall not be considered in determining
whether there has been a Change in Control.


 


2.                                      POLICY
TITLE AND OWNERSHIP.


 


The parties agree that title
and ownership in the Policy shall reside in the Bank for its use and for the
use of the Insured all in accordance with this Agreement.  The Bank alone may, to the extent of its
interest, exercise the right to borrow or withdraw on the Policy cash
values.  Where the Bank and the Insured
(or assignee, with the consent of the Insured) mutually agree to exercise the
right to increase the coverage under the Policy, then, in such event, the
rights, duties and benefits of the parties to such increased coverage shall
continue to be subject to the terms of this Agreement.


 


3.                                      BENEFICIARY
DESIGNATION RIGHTS.


 


The Bank and Insured
agree that the Insured (or assignee) shall have the right and power to
designate a beneficiary or beneficiaries to receive the Insured’s share of the
proceeds payable upon the death of the Insured, and to elect and change a
payment option for such beneficiary, subject to any right or interest the Bank
may have in such proceeds, as provided in this Agreement.


 


4.                                      PREMIUM
PAYMENT METHOD.


 


Subject to the Bank’s
absolute right to surrender or terminate the Policy at any time and for any
reason, the Bank agrees to pay an amount equal to the planned premiums and any
other premium payments that might become necessary to keep the Policy in force.


 


5.                                      TAXABLE
BENEFIT.


 


Annually the Insured will
receive a taxable benefit equal to the assumed cost of insurance as required by
the Internal Revenue Service.  The Bank
(or its administrator) will report to the Insured the amount of imputed income
each year on Form W-2 or its equivalent. 
The Executive shall be responsible for the payment of the income taxes
on such imputed income.


 


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6.                                      DIVISION
OF DEATH PROCEEDS.


 


Subject to Paragraphs 7
and 9 herein, the parties agree to the division of the death proceeds of the
Policy as follows:


 


A.                                   Provided
that, either (i) the Insured was either employed by the Bank at the time
of Insured’s death or (ii) the Insured was no longer employed by the Bank
because he had elected Early or Normal Retirement from the Bank prior to the
Insured’s death (as defined in the Insured’s Executive Supplemental
Compensation Agreement, as amended), then upon the death of the Insured, the
Insured’s beneficiary(ies) depending on the age of the Insured at time of death
shall be entitled to the following:


 


i.                                        If
the Insured is Sixty-Nine (69) years old or younger at the time of death, then
the Insured’s beneficiary(ies), designated in accordance with Paragraph 3,
shall be entitled to receive a total amount equal to the lesser of $923,780 or
one hundred percent (100%) of the Net-at-Risk portion of the proceeds from the
Policy.  For the purposes of this
Agreement, the Net-at-Risk insurance portion is the total proceeds of the
Policy less the cash value of the Policy.  The Executive may elect to reduce his death
benefit in the future at any time provided that he has written authorization
from his spouse or primary beneficiary.


 


ii.                                     If
the Insured dies after attaining the age of Seventy (70), but before attaining
the age of Eighty (80) years old, then the Insured’s beneficiary(ies),
designated in accordance with Paragraph 3, shall be entitled to receive a total
amount equal to the lesser of $646,646 or one hundred percent (100%) of the
Net-at-Risk portion of the proceeds from the Policy.


 


iii.                                  If
the Insured dies after attaining Eighty (80) years of age, then the Insured’s
beneficiaries, designated in accordance with Paragraph 3, shall be entitled to
receive a total amount equal to the lesser of $369,512 or one hundred percent
(100%) of the Net-at-Risk portion of the proceeds from the Policy.


 


B.                                     In
the event the Insured is forced to terminate his employment with the Bank as a
result of Disability, then upon the death of the Insured, the Insured’s
beneficiaries shall be entitled to the same benefit amounts set forth under
Paragraph 6A.


 


C.                                     In
the event (i) the Insured is Terminated for Cause from the Bank or (ii) the
Insured terminates employment with the Bank as a result of a Voluntary
Termination that occurs prior to the Insured reaching Early Retirement Age as specified in Insured’s Executive
Supplemental Compensation Agreement, as amended, then the Executive’s beneficiary(ies)
upon the Executive’s death will receive a total of the lesser of Twenty-Five
Thousand Dollars ($25,000) in death benefits or One Hundred Percent (100%) of
the Net-at-Risk portion of the proceeds under the Policy at the time of Insured’s
death.


 


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D.                                    The
Bank and the Insured (or assignees) shall share in any interest due on the
death proceeds on a pro rata basis as the proceeds due each respectively bears
to the total proceeds, excluding any such interest.


 


E.                                      In
the event that the Policy is terminated by the Bank, other than as a result of
any intentional act of the Insured which causes the policy to terminate, then
the Bank upon the death of the Insured shall pay the benefit specified in
Subparagraphs 6 (A),(B),(C), or (D) to the Insured’s beneficiary(ies), as
named on the last written beneficiary designation in force under the
Policy.  The amount paid by the Bank
shall be equivalent to the after tax value of the benefits which would have
been paid at the time of the death of the Insured if the Policy had not been
terminated.


 


7.                                      DIVISION
OF THE CASH SURRENDER VALUE OF THE POLICY.


 


The Bank shall at all
times be entitled to an amount equal to the Policy’s cash value, as that term
is defined in the Policy contract, less any Policy loans and unpaid interest or
cash withdrawals previously incurred by the Bank and any applicable surrender
charges.  Such cash value shall be
determined as of the date of surrender or death as the case may be.


 


8.                                      RIGHTS
OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS.


 


In the event the Policy
involves an endowment or annuity element, the Bank’s right and interest in any
endowment proceeds or annuity benefits, on expiration of the deferment period,
shall be determined under the provisions of this Agreement by regarding such
endowment proceeds or the commuted value of such annuity benefits as the Policy’s
cash value.  Such endowment proceeds or
annuity benefits shall be considered to be like death proceeds for the purposes
of division under this Agreement.


 


9.                                      CONTINGENT
OPTION AND TERMINATION OF AGREEMENT.


 


9.1                               Contingent
Option.  Upon the Executive being
involuntarily terminated before the Early Retirement Age as specified in his
Executive Supplemental Compensation Agreement, as amended and subject to
Paragraph 19 of this Agreement to the extent applicable, the Insured (or
assignee) to the extent that the Policy has not been previously terminated or
paid out shall have a fifteen (15) day option to receive from the Bank an
absolute assignment of the Policy in consideration of a cash payment to the
Bank equal to the cash value of the Policy at the time of such assignment.  Upon the proper exercise of the option to
receive an absolute assignment of the Policy, this Agreement shall terminate
and Bank shall have no further obligation to pay any benefits to Executive’s
beneficiary(ies) pursuant to this Agreement.


 


The Insured expressly agrees that this Agreement shall
constitute sufficient written notice to the Insured of the Insured’s option to
receive an absolute assignment of the Policy as set forth herein.


 


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9.2                               Termination
of Agreement.  Except as terminated
earlier as provided in Paragraph 9.1, this Agreement shall terminate upon
distribution of the death benefit proceeds in accordance with Paragraph 6
above.


 


10.                               INSURED’S
OR ASSIGNEE’S ASSIGNMENT RIGHTS.


 


The Insured may not,
without the written consent of the Bank, assign to any individual, trust or other
organization, any right, title or interest in the subject Policy nor any
rights, options, privileges or duties created under this Agreement.


 


11.                               AGREEMENT
BINDING UPON THE PARTIES.


 


This Agreement shall bind
the Insured and the Bank, their heirs, successors, personal representatives and
assigns.


 


12.                               ADMINISTRATIVE
AND CLAIMS PROVISIONS.


 


The following provisions
are part of this Agreement and are intended to meet the requirements of the
Employee Retirement Income Security Act of 1974 (“ERISA”):


 


A.                                   Named
Fiduciary and Plan Administrator.


 


The “Named Fiduciary and
Plan Administrator” of this Joint Beneficiary Designation Agreement shall be
Nevada Security Bank until its resignation or removal by the Board of
Directors. As Named Fiduciary and Plan Administrator, the Bank shall be
responsible for the management, control, and administration of this Joint
Beneficiary Plan as established herein. 
The Named Fiduciary may delegate to others certain aspects of the management
and operation responsibilities of the Plan, including the employment of
advisors and the delegation of any ministerial duties to qualified individuals.


 


B.                                     Funding
Policy.


 


Subject to the Bank’s
absolute right to surrender or terminate the Policy at any time and for any
reason, the funding policy for the Agreement shall be to maintain the subject
Policy in force by paying, when due, all premiums required.


 


C.                                     Basis
of Payment of Benefits.


 


Direct payment by the
Insurer is the basis of payment of benefits under this Agreement, with those
benefits in turn being based on the payment of premiums as provided in this
Agreement.


 


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D.                                    Claim
Procedures.


 


Claim forms or claim
information as to the subject Policy can be obtained by contacting Benmark, Inc.
(800-544-6079) and/or Renaissance Bank Advisors 
(800-544-6079).  When the Named Fiduciary has a claim which
may be covered under the provisions described in the insurance Policy, they
should contact the office named above, and they will either complete a claim
form and forward it to an authorized representative of the Insurer or advise
the Named Fiduciary what further requirements are necessary.  The Insurer will evaluate and make a decision
as to payment.  If the claim is payable,
a benefit check will be issued in accordance with the terms of this Agreement.


 


In the event that a claim
is not eligible under the Policy, the Insurer will notify the Named Fiduciary
of the denial pursuant to the requirements under the terms of the Policy.  If the Named Fiduciary is dissatisfied with
the denial of the claim and wishes to contest such claim denial, they should
contact the office named above and they will assist in making an inquiry to the
Insurer.  All objections to the Insurer’s
actions should be in writing and submitted to the office named above for
transmittal to the Insurer.


 


13.                               GENDER.


 


Whenever in this
Agreement words are used in the masculine, feminine or neuter gender, they
shall be read and construed as in the masculine, feminine or neuter gender,
whenever they should so apply.


 


14.                               INSURANCE
COMPANY NOT A PARTY TO THIS AGREEMENT.


 


The Insurer shall not be
deemed a party to this Agreement, but will respect the rights of the parties as
herein developed upon receiving an executed copy of this Agreement.  Payment or other performance in accordance
with the Policy provisions shall fully discharge the Insurer from any and all
liability.


 


15.                               AMENDMENT
OR REVOCATION, AND EXCHANGE OF POLICY.


 


Subject to the
Bank’s absolute right to surrender or terminate the Policy at any time and for
any reason, it is agreed by and between the parties hereto that, during the
lifetime of the Insured, this Agreement may be amended or revoked at any time
or times, in whole or in part, by the mutual written consent of the Insured and
the Bank.  The Bank and Insured agree
that the Bank may, however, unilaterally and without the consent of the
Insured, exchange any life insurance Policy that is the subject matter of this
Agreement, with or without replacing said Policy, provided the replacement
policy is at the time of exchange of equivalent or better value than the Policy.


 


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16.                               SEVERABILITY
AND INTERPRETATION.


 


If a provision of this
Agreement is held to be invalid or unenforceable, the remaining provisions
shall nonetheless be enforceable according to their terms.  Further, in the event that any provision is
held to be overbroad as written such provision shall be deemed amended to
narrow its application to the extent necessary to make the provision
enforceable according to law and enforced as amended.


 


17.                               APPLICABLE
LAW.


 


The laws of the State of Nevada shall govern the
validity and interpretation of this Agreement.


 


18.                               EFFECT
OF THE LIFE INSURANCE POLICY’S CONTESTABILITY CLAUSES.


 


Notwithstanding anything
to the contrary, the parties herein understand and agree that the payment of
the benefits provided herein are subject to the Life Insurance Policy’s suicide
and contestability clauses and other such clauses, and if such clauses preclude
the Insurer from paying the full death proceeds, then, in such event, no death
benefits of whatever nature shall be payable to Insured’s (or Insured’s
Assignee’s) beneficiary(ies) under this Agreement.


 


19.                               COMPLIANCE WITH SECTION 409A.


 


This
Agreement shall at all times be administered in compliance with the
requirements of §409A of
the Internal Revenue Code of 1986, as amended (“Code”) and any and all
regulations thereunder, including such regulations as may be promulgated.


 


In
the event that § 409A of the Code applies to any compensation with respect
to a separation from service, payment of that compensation shall be delayed if
Executive is a “specified employee,” as defined in § 409A(a)(2)(B)(i) of
the Code, and such delayed payment is required by § 409A of the Code.  Such delay shall last six months from the
date of separation of service.


 


The term “Separation from
Service” means the termination of the Executive’s employment with the Employer
for reasons other than death or Disability. 
Whether a Separation from Service takes place is determined based on the
facts and circumstances surrounding the termination of the Executive’s
employment and whether the Employer and the Executive intended for the
Executive to provide significant services for the Employer following such
termination.  A termination of employment
will not be considered a Separation from Service if:


 


(a)                                  the
Executive continues to provide services as an employee of the Employer at an
annual rate that is twenty percent (20%) or more of the services rendered, on
average, during the immediately preceding three full calendar years of
employment (or, if employed less than three years, such lesser period) and the
annual remuneration for such services is twenty percent (20%) or more of the average
annual remuneration earned during the final three full calendar years of
employment (or, if less, such lesser period), or


 


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(b)                                 the
Executive continues to provide services to the Employer in a capacity other
than as an employee of the Employer at an annual rate that is fifty percent
(50%) or more of the services rendered, on average, during the immediately
preceding three full calendar years of employment (or if employed less than
three years, such lesser period) and the annual remuneration for such services
is fifty percent (50%) or more of the average annual remuneration earned during
the final three full calendar years of employment (or if less, such lesser
period).


 


Executed at Reno, Nevada this 31st day of December,
2008.


 


 


NEVADA SECURITY BANK


Reno, Nevada


 


 


	
  By:

  	
  /s/ Ed Allison

  	
   

  	
  By:

  	
  /s/ John N. Donovan

  
	
   

  	
  Ed Allison, Chairman of
  the Board

  	
   

  	
  Insured: John N.
  Donovan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  
	
  Witness

  	
   

  	
  Witness

  



 


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