Exhibit 10.1


 


AGREEMENT FOR TERMINATION OF EXECUTIVE


SUPPLEMENTAL COMPENSATION AND SPLIT DOLLAR


AGREEMENTS AND RELEASE AND WAIVER


 


In consideration for the payment by Nevada Security Bank (the “Bank”)
of the nominal consideration of $10,000 (“Consideration”) concurrent with the
execution of this Agreement,
                    
(the “Executive”) hereby voluntarily agrees to forfeit without any other
consideration any other rights under or interest in the (i) Executive
Supplemental Compensation Agreement, as entered into by and between the Bank
and the Executive and most recently amended December 31, 2008 (“SERP”) and
(ii) the Split Dollar Agreement, as entered into by and between the Bank
and Executive and most recently amended December 31, 2008 (“BOLI”).  The Bank Holdings, the Bank’s parent
corporation, Bank and the Executive, collectively shall be referred to as the “Parties”
and any such person or entity on an individual basis as a “Party.”


 


The Executive further releases The Bank Holdings and the Bank from any
liability for the termination of the SERP and BOLI, including Executive’s
liability for any excise taxes or interest, under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) for the payment of the
Consideration to Executive.  The
Executive acknowledges that Executive shall be liable for the payment of any
federal and/or state income taxes, excise taxes and interest associated with
the payment of the Consideration to Executive, including any withholding
taxes.  In addition, the Executive
further waives any claim against The Bank Holdings and the Bank for the changes
to Executive’s compensation or benefits that are the direct result of the
Executive’s forfeiture of the SERP and BOLI.


 


This waiver includes and releases all claims the Executive 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 forfeiture of the SERP and BOLI including without
limitation a claim for any compensation or other payments Executive 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 by applicable law, including but not limited to all
provisions, rights and benefits of California Civil Code Section 1542,
which states as follows:


 


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 California
Civil Code Section 1542.


 


The Executive further states that (i) the Executive has carefully
read this document, (ii) the Executive has had the opportunity to consult
an attorney to have any questions concerning this document explained to the
Executive, (iii) the Executive fully understand its final and binding
effect, including the federal and state income tax effects of the payment of
the Consideration to Executive (iv) the only promises made by the Bank and
The Bank Holdings to the Executive to sign this document are those stated above
and (v) the Executive 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 11th day of March, 2009.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


CONSENT OF THE EXECUTIVE’S SPOUSE


TO THE PRECEDING TERMINATION OF


THE EXECUTIVE SUPPLEMENTAL COMPENSATION


AND SPLIT DOLLAR AGREEMENTS AND RELEASE AND
WAIVER


 


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 forfeiture of the
(i) Executive Supplemental Compensation Agreement, as entered into by and
between Nevada Security Bank and my spouse and most recently amended December 31,
2008 (“SERP”) and (ii) the Split Dollar Agreement, as entered into by and
between Nevada Security Bank and my spouse and as most recently amended December 31,
2008 (“BOLI”).  Nevada Security Bank,
(the “Bank”), The Bank Holdings, the Bank’s parent corporation, and I,
collectively shall be referred to as the “Parties” and any such person or
entity on an individual basis shall be referred to as a “Party.”


 


I understand that the aforementioned consent to my spouse’s forfeiture
of the SERP and BOLI adversely affects my community property interest in the
benefits provided for under the terms of the SERP and BOLI.


 


I further release The Bank Holdings and Nevada Security Bank from any
liability for my spouse’s forfeiture of the SERP and BOLI.  In addition, I further waive any claim
against The Bank Holdings and Nevada Security Bank for the changes to the
compensation or benefits of my spouse and me that are the direct result of my
spouse’s forfeiture of the SERP and BOLI.


 


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 forfeiture of the SERP and BOLI, 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 by applicable law, including
but not limited to all provisions, rights and benefits of California Civil Code
Section 1542, which states as follows:


 


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 California Civil Code Section 1542.


 


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: March 11, 2009