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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 31
st 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
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