Exhibit 10.9


 


SECOND AMENDMENT

TO

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT


 


This second amendment (“Second
Amendment”) to the Executive Supplemental Compensation Agreement (“Agreement”)
dated September 15, 2005 is made and entered into this 31st day of December, 2008, by and between Nevada
Security Bank, a Nevada state banking corporation (the “Employer”), and Hal
Giomi, an individual residing in the State of Nevada (hereinafter referred to
as the “Executive”).


 


RECITALS


 


WHEREAS, the Executive is an employee of the Employer and is serving as
its Chief Executive Officer;


 


WHEREAS, the Employer has provided Executive with certain salary
continuation benefits as set forth in the Agreement;


 


WHEREAS, Employer and Executive desire to amend the Agreement to comply
with Section 409A of the Internal Revenue Code of 1986, as amended and the
rules promulgated thereunder and make certain conforming changes to the
Agreement.


 


NOW, THEREFORE, in consideration of the services to be performed in the
future, as well as the mutual promises and covenants contained herein, the
Executive and the Employer agree to amend the Agreement as follows:


 


1.                                       Section 1.14
of the Agreement is amended to read in the entirety as follows:


 


Involuntary
Termination.  The
term “Involuntary Termination” shall mean a Separation of Service due to the
termination of the Executive’s employment by the Employer for any reason other
than Termination for Cause, Voluntary Termination, Early Retirement or
Retirement of the Executive.


 


2.                                       Section 1.10
of the Agreement is amended to read in the entirety as follows:


 


Early Retirement.  The term “Early Retirement” shall mean shall mean a Separation of Service due to
the Retirement by the Executive that is memorialized in an irrevocable writing
signed by the Executive and delivered to the Employer and be effective on the first date which satisfies all of the
following conditions:


 


(a)                      It shall be a date after Executive reaches
age 62 and prior to Executive attains age 65; and


 


(b)                     It shall be the date on which the Executive
has a Separation from Service.


 

















 


3.                                       Section 1.15
of the Agreement is amended to read in the entirety as follows:


 


Voluntary
Termination.  The term “Voluntary Termination” shall mean a
Separation of Service due to the voluntary resignation by the Executive that is
memorialized in a writing signed by the Executive and delivered to the
Employer; provided that such termination of employment is not Termination for
Cause, Early Retirement or Retirement of the Executive as determined by the
Employer in good faith.


 


4.                                       A new Section 1.15A shall be added to
the Agreement and read in the entirety as follows:


 


Separation
of Service.  The
term “Separation from Service”
shall mean the Executive’s service as an executive and/or independent
contractor to the Employer and any member of a controlled group that includes
Employer, as defined in Code section 414, terminates for any reason, other than
because of a leave of absence approved by the Employer, Disability or the
Executive’s death.  Whether a Separation
from Service takes place is determined based (i) on the facts and
circumstances surrounding the termination of the Executive’s employment, (ii) whether
the Employer and the Executive intended for the Executive to provide
significant services for the Employer following such termination and (iii) the
application of facts and circumstances in view of the presumptions contained in
the regulations to section 409A of the Code. 
For purposes of this Agreement, if there is a dispute about the
employment status of the Executive or the date of the Executive’s Separation
from Service, the Employer shall have the sole and absolute right to decide the
dispute.


 


5.                                       Section 3.3 of the Agreement is amended
in the entirety to read as follows:


 


3.3  Benefit
Payments in the Event of Disability.  In the event the Executive becomes Disabled
while actively employed by the Employer at any time after the effective date of
this Agreement, but prior to Retirement, the Executive shall be paid the Annual
Benefit (with the Applicable Percentage at 100%) each year for the remainder of
Executive’s life in substantially equal monthly installments on the first day
of each month, beginning with the month following the month in which the
Executive becomes Disabled and continuing until the Executive’s death.  No payments shall be made to Executive,
beneficiary or estate pursuant to this Section 3.3 after Executive’s
death.


 


6.                                       Section 3.4 of the Agreement is amended
in the entirety to read as follows:


 


3.4  Benefits
Payable Upon a Change in Control.  In the event of a Change in Control then the
Executive shall be entitled to be paid the Annual Benefit (determined with the
Applicable Percentage being equal to 100% each year for the remainder of
Executive’s life or 20 years whichever is less, on a monthly basis
beginning on the first day of each month, beginning with the month following
the Change in Control and continuing to the earlier of Executive’s death or
20 years.  In the event of Executive’s
death prior to receiving the full benefit payable under this Section 3.4,
the Executive’s legal representative shall be paid the remaining Annual Benefit
as if the Executive had survived to the date of the final payment provided for
by this Section 3.4.  If Executive is
entitled to receive benefits pursuant to this Section 3.4, Executive shall
not be entitled to payment of benefits under any other section of this
Agreement.


 


2

















 


7.                                       Section 3.5
of the Agreement is amended in the entirety to read as follows:


 


3.5  Involuntary Termination.  In the event of an Involuntary Termination
with respect to Executive that occurs prior to Executive having three full
years of service with Employer, then the Executive and Employer agree that no
payments shall be made to Executive pursuant to this Agreement.


 


In the event of an Involuntary Termination with
respect to Executive that occurs after Executive has three or more full years
of service with Employer, then the Executive and Employer agree that Executive
shall receive the Annual Benefit each year for the remainder of Executive’s
life beginning with the month following the month in which the Executive
attains 65 years of age, provided however, that payment of these benefits 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 or regulations promulgated
thereunder.  Such delay shall last six
months from the date of Involuntary Termination.  On the day following the end of the six-month
period, the Employer shall make a catch-up payment to Executive equal to the
total amount of such payments that would have been made during the six-month
period but for this deferral requirement.  No further payments shall be made to Executive,
beneficiary or estate pursuant to this Agreement as amended after Executive’s
death.


 


8.                                       Section 3.6
of the Agreement is amended in the entirety to read as follows:


 


3.6  Voluntary Termination.  In the event of a Voluntary Termination with
respect to Executive that occurs prior to Executive’s having ten years of
service with Employer, then Executive and Employer agree that no benefits are
to be paid by the Employer to Employee pursuant to this Agreement.


 


In the event of a Voluntary Termination with respect
to Executive that occurs after Executive having ten or more full years of
service with Employer, then Executive and Employer agree that Employer shall
pay the Executive the Annual Benefit (with the Applicable Percentage being
equal to 100% each year for the remainder of Executive’s life on a monthly
basis beginning on the first day of each month, beginning with the month
following the month in which the Executive attains age 65, provided however, that payment of these benefits 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 or regulations promulgated thereunder.  Such delay shall last six months from the
date of Voluntary Termination.  On the
day following the end of the six-month period, the Employer shall make a
catch-up payment to Executive equal to the total amount of such payments that
would have been made during the six-month period but for this deferral
requirement.  No further payments
shall be made to Executive, beneficiary or estate pursuant to this Agreement as
amended after Executive’s death.


 


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Except as amended hereby, the provisions of the Agreement remain in
full force and effect and the enforceability thereof is not affected by this
Amendment.


 


IN WITNESS WHEREOF, the parties to this Amendment have duly executed
this Amendment as of the day and year first above written.


 


 


	
  NEVADA SECURITY BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ed Allison

  	
   

  	
  /s/ Hal Giomi

  
	
  Ed Allison, Chairman of the Board

  	
   

  	
  Hal Giomi