Exhibit 10.11
AMENDMENT AND WAIVER
Notwithstanding the terms of any severance, bonus, employment or
other
compensation related plan, arrangement, agreement, policy, practice
or procedure
(together, all such items shall be referred to as "Compensation
Arrangements"),
Blue Valley Ban Corp. and Bank of Blue Valley hereby adopt the
following
actions, changes and amendments related to all Compensation
Arrangements:
(A) Incentives for "senior executive officers" (as that term is
defined for
purposes of Section 111(b) of the Emergency Economic Stabilization
Action of
2008 ("Section 111(b)") of Blue Valley Ban Corp. and Bank of Blue
Valley (the
"SEOs") shall not include, and to the extent necessary shall be
amended to
exclude, anything that the Compensation Committee of the Board of
Directors of
Blue Valley Ban Corp now, or at any time in the future, concludes
would provide
the SEOs with an incentive to take unnecessary and excessive risks
that threaten
the value of Blue Valley Ban Corp. or Bank of Blue Valley during
the period that
the United States holds an equity or debt position in Blue Valley
Ban Corp.
acquired through the TARP Capital Purchase Program (the
"Restriction Period");
(B) Blue Valley Ban Corp. and Bank of Blue Valley will recover any
bonus or
incentive compensation paid to an SEO during the Restriction Period
that was
based on financial statements or other performance criteria that
are later
determined to have been materially inaccura
