SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: 

The PlaintifT Federal Deposit Insurance Corporation as Receiver for Security Savings 

Bank ("FDIC-R"), and Stephen Dervenis ("Dervenis") and Kelly Jones ("Jones") (individually, 

the FDIC-R, Dervenis, or Jones may be referred to herein as ''Party" and collectively as the 

''Parties"). 

RECITALS 

WHEREAS: 

Prior to February 27, 2009, Security Savings Bank ("Bank") was a depository institution 

organized and existing under the laws of Nevada; 

On February 27, 2009, the Nevada Financial Institutions Division closed the Bank and 

pursuant to 12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 1821(d), the FDIC-R succeeded to all rights, titles, 

powers and privileges of the Bank, including those with respect to its assets; 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action against its former directors, officers, and employees arising ti·om 

the performance, nonperformance, and manner of performance of their respective functions, 

duties and acts as directors, officers, and employees of the Bank; 

On January 31,2013, the FDIC-R filed a complaint for money damages against Dervenis 

and Jones who served at various times as a director and/or officer of the Bank. Those claims for 

damages are now pending in the United States District Court for the District of Nevada in FDIC 

as Receiver/(H Security Savings Bank v. Jones, eta/, Case No.2: 13-cv-00168-JAD-GWF 

("D&O Action"); 

Dervenis and Jones deny all liability in the D&O Action; 
The Bank can·ied a directors' and officers' liability insurance policy. Dervenis and Jones 

have asserted claims for coverage under the policy; 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation; 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before ten ( l 0) 

business days following the date on which both (i) all Parties have executed this Agreement and 

exchanged a fully executed copy of this Agreement with each other, and (ii) the FDIC-R has 

provided to Dervenis and Jones all necessary payment instructions and a completed Form W-9, 

Dervenis and Jones shall cause their insurer to pay the FDIC-R the sum of $1,873,653.85 ("the 

Settlement Payment"). 

B. The Settlement Payment to the FDIC-R shall be made by direct wire transfer into 

an account designated by the FDIC-R. The FDIC-R shall provide all necessary payment 

instructions no later than five days after full execution of this Agreement by all Parties. 

C. Subject to and without waiving the requirements set forth in Section LA above, if 

the FDIC-R does not receive the Settlement Payment on or before the date determined by 

Section LA above, then the FDIC-R, in its sole discretion, shall have the right at any time prior to 

receipt of the Settlement Payment to: 

I. Extend the period of time for the Settlement Payment; or 

2. Enforce this Agreement, in which event the Dervenis and Jones agree to 

jurisdiction in the United States District Court for the District of Nevada; or 

3. Terminate the Agreement, return any settlement funds paid pursuant to 

this Agreement, and proceed with the D&O Action; and/or 

4. Seek any other relief available to it in law or equity. 

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Any extension of time under Section I. C. I for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section I.C.2 through I.C.4 at any time prior ro receipt of the 

Settlement Paymem in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days aft:er the latter of (I) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Paymem, the FDIC-R shall file a stipulation of 

dismissal with prejudice, executed by the attorneys for all Parties hereto, in the form attached 

hereto as Exhibit A, in the D&O Action. 

SECTION III: Releases 

A. Releases by FDIC-R. 

Upon receipt of the Settlement Payment in full as provided in Section I, and except as 

provided in Section III.C, the FDIC-R, for itself and irs successors and assigns, hereby releases 

and discharges Dervenis and Jones and their respective heirs, executors, trustees, administrators, 

represemarives, successors, and assigns, from any and all claims, demands, obligations, damages, 

actions, and causes of action, direct or indirect, in law or in equity, belonging to the FDIC-R, that 

arise from or relate to the performance, nonperformance, or manner of performance of 

Dervenis' s and Jones's respective functions, duties, and actions as employees, officers and/or 

directors of the Bank, including without limitation the D&O Action and all matters alleged or 

asserted in the D&O Action. 

B. Releases by Dervenis and Jones. 

Effective simultaneously with the release granted in Section III.A above, Dervenis and 

Jones, on behalf of themselves each individually, and their respective heirs, executors, trustees, 

administrators, agems, represematives, anorneys, successors, and assigns, hereby release and 

discharge the FDIC-R, and its employees, officers, directors, representatives, attorneys, 

successors, and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, that arise from or relate to, the Bank or to 

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the performance, nonperformance, or manner of performance of Dervenis' s and Jones's 

respective functions, duties, and actions as officers and/or directors of the Bank, including 

without limitation the causes of action alleged in the D&O Action. 

C. Exceptions from Releases by FDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and ro the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against Dervenis, Jones, or any other person or entity for liability, 

if any, incurred as the maker, endorser, or guarantor of any promissory note or indebtedness 

payable or owed by them to the FDIC-R, the Bank, other financial institutions, or any other 

person or emity, including without limitation any such claims acquired by FDIC-R as successor 

in interest to the Bank or any person or entity other than Bank~ and 

h. Against any person or entity nor expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall he construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or imend to waive, any claims that could he brought by the United 

States through the Department of Justice, the United Stares Anorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. 

§ 6. In addition, the FDIC-R specifically reserves the right to seek court ordered restitution 

pursuant to the relevam provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 er seq., if appropriate. 

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SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent. if any, that Dervenis or Jones are or were shareholders of the Bank or its 

holding company and by virtue thereof are or may be entitled to a dividend. payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on or arising out of. in whole or in part, the closing of the Bank, 

or any alleged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, 

the United States government, or any agency or department of the United States government in 

connection with the Bank, its conservatorship. or receivership, Dervenis and Jones hereby 

knowingly assign to the FDIC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, other distributions. and proceeds. 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors. trustees, administrators, representatives, 

successors, and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he. she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by counsel. 

SECTION VI: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the terms and conditions of 

this Agreement, including doing, or causing their agents and attorneys to do. whatever is 

reasonably necessary to effectuate the signing, delivery, execution. filing, recording. and entry of 

any documents necessary to conclude the D&O Action and to otherwise perform the terms of 

this Agreement. 

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(b)(6). . 

SECTION VII: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses. that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not he offered or 

received in evidence by or against any Party except to enforce its terms. 

B. Execution in Counterparts. This Agreement may he executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement. as if one document had been signed by all Parties~ and each such 

counterpart. upon execution and delivery, shall he deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choice of Law. This Agreement shall he interpreted. construed, and enforced 

according to the laws of the State of Nevada. 

D. Notices. Any notices required hereunder shall he sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: 

Mark A. Black 

Counsel. Federal Deposit Insurance Corporation 

3501 Fairfax Drive, VS-B-7039 

Arlington, Virginia 22226 

··I· ·· I 

and 

Patrick J. Richard 

N ossaman LLP 

50 California Street, 34th Floor 

San Francisco, CA 94111 

HI. H .. .. .H I 

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If to Dervenis or Jones: 

John K. Villa 

Ryan T. Scarborough 

Williams & Connolly LLP 

725 Twelfth Street, N.W. 

Washington, D.C. 20005 

(b)(6)···········1················· I 

and 

K. Lawson Pedigo 

Miller Keffer & Pedigo PLLC 

3400 Carlisle, Ste. 550 

Dallas, TX 75204 

•••••••m•m•••••••••••••••••••••••••••••••••IL-~•-••••••••-•• ------' 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attorney(s) or other 

representative( s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential, ami nothing in this Agreement prohibits the FDIC-R, Dervenis, or 

Jones from disclosing its terms. 

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1N WITNESS WllEREOf, the Parties her~to have caused this Agreement to he cxL;culL;d by 

each of them or their duly authoriz~d r~presentativcs on the dates hereinafter subscribed. 

(b)(6) ~J 

~c---------------------------h Mark A. Black, Counsel 

FEDF:U.AL DI:<:POSIT INSURANCE CORPORATION 

AS RECEIVER Ji'OR Sll~CIJIUTY SAVINGS BANK 

BY: ____ _ 

STEllHEN DERVENIS, Individually 

BY: ___ _ 

KELLY .JONES, Individually 

DATE: 

DATE: 
IN WITNESS WHEREOf, the Parties hereto have caused this Agreement to be executed by 

each of them or their duly authorized representatives on the dates hereinafter subscribed. 

BY: --------------------------- Mark A. Black, Counsel 

FEDERAL DEPOSIT 1:\TSURANCJ:<:: CORPORATION 

AS RECEIVER FOR SECURITY SAVINGS BAl\K: 

(b)(6L_ BY j- L 

STEPHEN RVE~ S, Individually 

(b )(6t......... llY:iL-_ .... -_-=_--·.....- ... ___ __.J----

: 

KELLY JONES, Individually 

8 

DATE: 

DATE: I 0 ("2- 4{2- O ~ --· -·---

DATE: _1_12_6~20~15 _ __