Exhibit 10.12


 


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 Jack
Buchold, 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 Financial 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.


 


3

















 


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/ Jack Buchold

  
	
  Ed Allison,
  Chairman of the Board

  	
   

  	
  Jack Buchold

  
				



 


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