Exhibit 10.1
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is made as of the 27 th day of
December, 2007, by and between Nevada Security Bank
(“Bank”), and Hal Giomi
(“Executive”).
RECITALS
WHEREAS, the Bank desires to employ the Executive as its
Chief Executive Officer and to avail itself of his skill, knowledge
and experience to ensure the successful management of its
business;
WHEREAS, the Executive wishes to be employed by the Bank
in the above-mentioned capacity for the Term hereinafter
described;
WHEREAS, by execution of this Agreement the parties
desire to specify the terms of the Executive’s employment
with the Bank;
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein, it is agreed that from December 27, 2007
(the “Effective Date”), the following terms and
conditions shall apply to the Executive’s
employment:
1.
EMPLOYMENT TERM : The Bank hereby employs the Executive and
the Executive hereby accepts employment with the Bank for a period
of three (3) years commencing with the Effective Date of this
agreement (the “Term), subject, however, to prior termination
of this Agreement as hereinafter provided. As used in
this Agreement, the word “Term” shall refer to the
entire period of employment of the Executive by the Bank hereunder,
whether for the period provided hereunder, or whether terminated
earlier as hereinafter provided. The Employment Term
shall automatically renew for subsequent three-year
(3) periods, unless at least ninety (90) days prior to the
ending of the Employment Term, either party to the Agreement
provides written notice of the party’s intent to terminate
the Agreement.
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2.
DUTIES OF THE EXECUTIVE:
2.1
Duties: The Executive shall hold the office of
Chief Executive Officer of the Bank and will perform the duties
normally performed by such officer of a bank, including the general
supervision and operation of the business and affairs of the Bank,
subject to the powers vested in the Board of Directors of the Bank
and in the Bank’s shareholders pursuant to the Bank’s
Charter and By-Laws, and by applicable law. During the Term,
the Executive shall perform exclusively the services herein
contemplated to be performed by him under this Agreement
faithfully, diligently to the best of his ability, consistent with
the highest and best standards of the banking industry and in
compliance with all applicable laws and the Bank’s Articles
of Incorporation and By-Laws.
2.2
Place of Performance: The Executive shall
perform said duties throughout the Bank’s service area and be
located at the Bank’s principal executive offices. Except as
provided herein, the duties, positions and business location
hereunder may only be changed by written agreement of the
parties.
2.3
Conflict of Interest: Except with prior
written consent of the Board of Directors of the Bank, the
Executive shall devote his entire productive professional time,
ability and attention to the business of the Bank during the Term,
and the Executive shall not directly or indirectly render any
services of a business, commercial or professional nature to any
other person, firm or corporation, whether for compensation or
otherwise, which are in conflict with the Bank’s
interest. Notwithstanding the foregoing, the Executive may
make investments of a passive nature in any business or venture;
provided, however, that such business or venture shall not be in
competition, directly or indirectly, in any manner with the
Bank.
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3.
COMPENSATION
3.1
Base Salary: For the Executive’s
services hereunder, the Bank shall pay or cause to be paid, as a
base salary to the Executive a minimum of Two Hundred Sixty-Five
Thousand Dollars ($265,000) per year each year of the Term,
prorated for any portion of a year, in which this Agreement is in
effect. The Executive’s salary shall be payable in
equal installments in conformity with the Bank’s normal
payroll period. Annual increases shall be made at the sole
discretion of the Board of Directors. The parties understand
and agree that pursuant to applicable federal law the Bank is
prohibited from compensating the Executive for any services
rendered to The Bank Holdings and that The Bank Holdings shall
reimburse the Bank a portion of the Executive’s salary for
all services rendered to The Bank Holdings by the
Executive.
3.2
Bonuses: Such a plan shall be within the
complete and sole discretion of the Board of Directors. The
Executive shall be entitled to participate in the Bank’s
Executive Compensation Plan (“Bonus Plan”) which will
be developed by the Bank’s Board of Directors. It is
understood that the terms, conditions, eligibility, benefits,
provisions and grants from such a plan shall be within the complete
and sole discretion of the Board of Directors.
3.3
Stock Options: Pursuant to “The Bank
Holdings Stock Option Plan,” the Executive has been granted
the option to purchase a minimum of Eighty-Six Thousand and
Twenty-Six (86,026) shares of The Bank Holdings Common Stock.
All of the terms, conditions, vesting rights, qualifications,
eligibility requirements and other provisions of “The Bank
Holding Stock Option Plan” are incorporated into this
Agreement by this reference. The Executive acknowledges that
he has received, reviewed and understood the provision of
“The Bank Holdings Stock Option Plan.” Any
increase in the number of options granted to the Executive pursuant
to this Agreement shall be made at the sole discretion of the Board
of Directors.
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4.
EXECUTIVE BENEFITS
4.1
Vacation: The Executive will be entitled to
six (6) weeks vacation during each year of the Term, prorated
for any portion of a year. The Executive is required to and
shall take at least two (2) weeks of vacation annually (the
“Mandatory Vacation”) which shall be taken
consecutively. Should Executive not take the entire six
(6) weeks vacation during each year, the unused vacation shall
accrue and be taken the following year. The Executive may
accumulate thirty (30) days of vacation in excess of his current
year’s entitlement. At the end of the year, any
vacation not used in excess of such thirty (30) days shall be paid
out to the Executive in lieu of accrued vacation.
4.2
Automobile Allowance: The Bank shall pay the
Executive the sum of Seven Hundred Fifty Dollars ($750) per month
as and for expenses to cover all costs of use, maintenance, repair,
upkeep, fuel, cleaning and operation of his automobile (except
mileage costs incurred to travel to locations outside of the Reno
service area) used in the course and scope of his
employment.
4.3
Insurance Coverage: The Bank, at the
Bank’s expense, shall provide for the Executive and his
dependent family, medical, dental, and vision coverage, and, for
the Executive himself, life, accident, disability and the like
insurance benefits equivalent to the maximum benefits available
from time to time under the Bank’s Group Insurance program
for an employee of the Executive’s salary level during the
Term. Additionally, the Bank, at its expense, shall provide
the Executive with term life insurance benefits in the amount of
not less that Five Hundred Thousand Dollars ($500,000) with
beneficiary to be of the Executive’s choice, provided that
the Executive
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is rated in the highest category by the
Insurance Company. If rated lower, the Bank will spend the
amount it would have spent for the highest rating and purchase the
maximum amount of insurance at the Executive’s lower
rating. Said coverage shall be in existence and take effect
as of the Effective Date and shall continue throughout the
Term. The Bank shall provide the Executive with disability
insurance providing for monthly disability payments.
4.4
Business Expenses: The Executive shall be
entitled to reimbursement by the Bank for any ordinary and
necessary business expenses he incurs in the performance of his
duties during the Term, including, but not limited to,
entertainment, dues, and other expenses, meals, travel expenses,
conventions, meetings, seminars and the like which are reasonable
for the office of the Executive.
4.5
Club Memberships: The Executive shall be
provided paid membership in clubs selected by the Chief Executive
Officer.
4.6
Retirement Benefits: Retirement age shall
be at a minimum Sixty-two (62) years of age. Upon retirement
Bank, at its expense, will provide the Executive and his eligible
dependents the equivalent maximum benefit available through the
Bank’s Group Insurance program for an employee of the
Executive’s salary level. This group insurance benefit
shall continue until the Executive is eligible to qualify for
governmental healthcare benefits (including, but not limited to,
Medicare benefits). Upon eligibility to qualify for such
governmental benefits the Bank’s obligation to provide the
group insurance benefits noted above shall cease and the Bank will,
at its expense, provide the Executive and his eligible dependents
additional insurance benefits to supplement the governmental
healthcare benefits for which Executive is eligible to
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qualify. This supplemental i
