Exhibit 10.10
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 31 st day of December, 2008, by and between
Nevada Security Bank, a Nevada state banking corporation (the
“Employer”), and David Funk, 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 President;
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 Employ
