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
