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Exhibit 10.8
SEVERANCE
AGREEMENT
This Severance Agreement
(“Agreement”) is dated and effective as of the 22 day
of May, 2006 between Silver State Bank, a Nevada state-chartered
bank (the “Bank”) and Kirk Viau
(“Employee”).
Recitals
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A.
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Employee is
employed by Bank, holding the position of Chief Risk
Officer.
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B.
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The Bank wishes
to ensure that Employee will be compensated in the event of a
Change in Control.
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Agreement
NOW THEREFORE, the Bank and Employee
agree as follows:
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1.
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Change In
Control . For
purposes of this Agreement, the term “Change in
Control” shall mean a change “in the ownership or
effective control” or “in the ownership of a
substantial portion of the assets” of the Bank, with the
quoted phrases of this sentence having the same meaning as when
used in section 280G(b)(2)(A) of the Internal Revenue
Code.
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2.
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Commitment of Employee
. In the event that any person
extends any proposal or offer that could result in a Change in
Control, Executive specifically agrees that he will not resign his
position with the Bank during any period from the receipt of a
specific Change in Control proposal up to the closing or
termination of the transaction contemplated by the
proposal.
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3.
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Payment
Events . For the
purposes of this Agreement, each of the mutually exclusive
occurrences described in Subsections (a) and (b) below is
“Payment Event.”
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a.
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Change in
Control. If Employee continues his employment with the Bank through
the closing date of a Change in Control transaction, the Bank will
pay Executive the Severance Payment (defined in Section 4) on such
closing date; or
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b.
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Termination
Without Cause. If the Bank terminates Executive’s employment
without “Cause” (as defined below) at any time prior to
the closing date of a Change in Control
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