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Bank Holdings Sample Contracts

Standard Contracts

THE BANK HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 16th, 2004 • Bank Holdings • State commercial banks

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the 6th day of July, 2004, by and between The Bank Holdings, a Nevada corporation (the “Company”), and Robert Barone (“Optionee”);

NEVADA SECURITY BANK NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 14th, 2003 • Bank Holdings • State commercial banks

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the 18th day of July, 2002, by and between Nevada Security Bank, a Nevada corporation (the “Bank”), and Jan Clark (“Optionee”);

EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Bank Holdings • State commercial banks • Nevada

This Employment Agreement (“Agreement”) is made as of the 27th day of December, 2007, by and between Nevada Security Bank (“Bank”), and Jack Buchold (“Executive”).

FIRST AMENDMENT TO EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT
Executive Supplemental Compensation Agreement • October 11th, 2007 • Bank Holdings • State commercial banks

This first amendment (“Amendment”) to the Executive Supplemental Compensation Agreement (“Agreement”) dated September 15, 2005 is made and entered into this 16th day of August, 2007, by and between Nevada Security Bank, a Nevada state banking corporation (the “Employer”), and David Funk, an individual residing in the State of Nevada (hereinafter referred to as the “Executive”).

SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • October 11th, 2007 • Bank Holdings • State commercial banks • Nevada

The Bank and Insured as of the Effective Date aforementioned hereby enters into this Second Amended and Restated Nevada Security Bank Split Dollar Agreement (hereinafter “Agreement”) which amends, supersedes and replaces in the entirety the prior “First Amended and Restated Nevada Security Bank Split Dollar Agreement,” entered into by and between these same parties dated January 24, 2006. The respective rights and duties of Nevada Security Bank (hereinafter the “Bank”) and the Insured/Executive in the above-referenced policies (referred to as “Policy”) shall be pursuant to the terms set forth below:

SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • September 21st, 2005 • Bank Holdings • State commercial banks • Nevada

THIS AGREEMENT is made and entered into this _15th day of September , 2005, by and between NEVADA SECURITY BANK, a banking corporation organized under the laws of the State of Nevada located in Reno, Nevada, California (the “Employer”), and Hal Giomi (the “Executive”). This Agreement shall accompany the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT
Executive Supplemental Compensation Agreement • September 21st, 2005 • Bank Holdings • State commercial banks • Nevada

This Agreement is made and entered into this 15th day of September, 2005, by and between Nevada Security Bank, a banking corporation organized under the laws of the State of Nevada (the “Employer”), and Hal Giomi, an individual (hereinafter referred to as the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2004 • Bank Holdings • State commercial banks • Nevada

This agreement is made as of the 25th day of May, 2004, by and between Nevada Security Bank (the “Bank”), having a principal place of business at 9990 Double R. Boulevard, Reno, Nevada, 89521 and John Donovan (the “Executive”), whose residence address is Reno, Nevada, 89509.

THIRD AMENDED AND RESTATED NEVADA SECURITY BANK SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • January 7th, 2009 • Bank Holdings • State commercial banks • Nevada

The Bank and Insured as of the Effective Date aforementioned hereby enters into this Third Amended and Restated Nevada Security Bank Split Dollar Agreement (hereinafter “Agreement”) which amends, supersedes and replaces in the entirety the prior “Second Amended and Restated Nevada Security Bank Split Dollar Agreement,” entered into by and between these same parties dated September 20, 2007. The respective rights and duties of Nevada Security Bank (hereinafter the “Bank” or “Employer”) and the Insured (also referred to as “Executive”) in the above-referenced policies (referred to as “Policy”) shall be pursuant to the terms set forth below:

SECOND AMENDMENT TO EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT
Executive Supplemental Compensation Agreement • January 7th, 2009 • Bank Holdings • State commercial banks

This second amendment (“Second Amendment”) to the Executive Supplemental Compensation Agreement (“Agreement”) dated September 15, 2005 is made and entered into this 31st day of December, 2008, by and between Nevada Security Bank, a Nevada state banking corporation (the “Employer”), and Joe Bourdeau, an individual residing in the State of Nevada (hereinafter referred to as the “Executive”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT JOE BOURDEAU
Employment Agreement • January 7th, 2009 • Bank Holdings • State commercial banks

This first amendment (“Amendment”) to the Employment Agreement (“Agreement”) dated December 27, 2007 is made and entered into this 31st day of December, 2008, by and among Nevada Security Bank, a Nevada state chartered bank (the “Bank”), and Joe Bourdeau, an individual residing in the State of Nevada (hereinafter referred to as the “Executive”).

OFFICE LEASE AGREEMENT
Office Lease Agreement • November 14th, 2003 • Bank Holdings • State commercial banks

THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:

SHARES* THE BANK HOLDINGS COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2004 • Bank Holdings • State commercial banks • Montana
SUB-LEASE
Sub-Lease • November 14th, 2003 • Bank Holdings • State commercial banks • Nevada
IMPOUND ACCOUNT AGREEMENT
Impound Account Agreement • December 17th, 2003 • Bank Holdings • State commercial banks • California

This Impound Account Agreement (the "Agreement") is made as of November 12, 2003 by and among The Bank Holdings,.a Nevada corporation ("Company") and Pacific Coast Bankers' Bank, a California banking corporation ("Impound Agent").

THE BANK HOLDINGS INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 16th, 2004 • Bank Holdings • State commercial banks

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of the 18th day of September, 2003, by and between The Bank Holdings, a Nevada corporation (the “Holding Company”), and John N. Donovan (“Optionee”);

AGREEMENT FOR SALE OF COMMON STOCK OF GRANITE EXCHANGE, INC. BY AND AMONG ROBERT M. AWALT, JUSTIN C. SWIFT, GRANITE EXCHANGE, INC. AND THE BANK HOLDINGS As of June 15, 2009
Agreement for Sale of Common Stock • July 7th, 2009 • Bank Holdings • State commercial banks • Nevada

THIS STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of June 15, 2009, by and among Robert M. Awalt, an individual and Justin C. Swift, an individual (collectively “Buyer”), GRANITE EXCHANGE, INC., a Nevada corporation (“Granite”), and THE BANK HOLDINGS, a Nevada corporation (“TBH”). Buyer, Granite and TBH are referred to collectively as the “parties” and individually as a “party.”

LEASE AGREEMENT
Lease Agreement • November 14th, 2003 • Bank Holdings • State commercial banks • Nevada

THIS LEASE AGREEMENT, made and entered into this 2nd day of October 2001, 2001, by and between RENO 26, LLC, a Nevada Limited Liability Company (hereinafter “Lessor”), and NEVADA SECURITY BANK, a Nevada Bank, its subsidiaries and affiliates, with its principal offices at 595 Double Eagle Court, #2100, Reno, Nevada 89511 (hereinafter “Lessee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Bank Holdings • State commercial banks • Nevada

This Agreement shall at all times be administered in compliance with the requirements of §409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the date of the Agreement.

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
Written Agreement • November 25th, 2009 • Bank Holdings • State commercial banks

WHEREAS, The Bank Holdings, Reno, Nevada (“Bank Holdings”), a registered bank holding company, owns and controls Nevada Security Bank, Reno, Nevada (“Bank”), a state chartered nonmember bank, and various nonbank subsidiaries;

NEVADA SECURITY BANK DIRECTORS’ SUPPLEMENTAL INSURANCE PLAN AGREEMENT
Directors’ Supplemental Insurance Plan Agreement • September 21st, 2005 • Bank Holdings • State commercial banks • Nevada

This Directors’ Supplemental Insurance Plan Agreement (“Agreement”) is made and entered into effective as of September 15, 2005 by and between NEVADA SECURITY BANK, headquartered in Reno, Nevada (“Bank”) and

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Merger Agreement • November 15th, 2004 • Bank Holdings • State commercial banks • California

This Agreement and Plan of Reorganization and Merger (the “Agreement”) is entered into as of August 20, 2004, by and among Nevada Security Bank (“NSB”), a Nevada banking corporation and wholly-owned subsidiary of The Bank Holdings (“Holdings”), CNA Trust Corporation (“CNA”), a California banking corporation and CNA Financial Corporation (“CNA Financial”), a Delaware corporation and parent company of CNA.

THE BANK HOLDINGS NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • January 4th, 2006 • Bank Holdings • State commercial banks

This Amendment No. 1 to the Nonqualified Stock Option Agreement (the “Amendment”) is made and entered into as of the 28th day of December, 2005, by and between The Bank Holdings, a Nevada corporation (the “Company”), and (“Optionee”);

AGREEMENT OF SALE OF COMMON STOCK OF GRANITE EXCHANGE, INC. dated February 24, 2006 Among Lonnie Nielson Rob Awalt Justin Swift Sellers and The Bank Holdings Purchaser
Agreement of Sale of Common Stock • April 3rd, 2006 • Bank Holdings • State commercial banks • Nevada

AGREEMENT OF SALE, made as of February 24, 2006, among Lonnie Nielson, Rob Awalt, and Justin Swift, (collectively hereinafter referred to as “Sellers”), and The Bank Holdings, A Nevada Corporation, (“Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2003 • Bank Holdings • State commercial banks • Nevada

This Agreement shall be construed in accordance with its intent and without regard to any presumption or other rule requiring construction against the party causing the same to be drafted.

AGREEMENT FOR TERMINATION OF EXECUTIVE SUPPLEMENTAL COMPENSATION AND SPLIT DOLLAR AGREEMENTS AND RELEASE AND WAIVER
Termination Agreement • March 17th, 2009 • Bank Holdings • State commercial banks

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.

Nevada Security Bank Employment Agreement Addendum Number One For Jack Buchold
Employment Agreement • November 15th, 2005 • Bank Holdings • State commercial banks

An employment agreement dated September 15, 2005 by and between Jack Buchold and Nevada Security Bank is hereby amended as follows:

SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • January 27th, 2006 • Bank Holdings • State commercial banks • Nevada

This First Amended and Restated Nevada Security Bank Split Dollar Agreement (hereinafter “Agreement”), effective this January 24, 2006, hereby amends, supersedes and replaces the prior “Nevada Security Bank Split Dollar Agreement”, by and between these same parties dated September 15, 2005, in its entirety. The respective rights and duties of the Nevada Security Bank (hereinafter the “Bank”) and the Insured/Executive in the above-referenced policy shall be pursuant to the terms set forth below:

NEVADA SECURITY BANK EMPLOYMENT AGREEMENT ADDENDUM NUMBER THREE DAVID A. FUNK
Employment Agreement • June 25th, 2007 • Bank Holdings • State commercial banks

In addition to the twenty-four (24) months compensation and other compensation described, an additional amount equal to one (1) month’s salary for each year of service will also be paid.

Nevada Security Bank Employment Agreement Addendum Number One For John Donovan
Employment Agreement • November 15th, 2005 • Bank Holdings • State commercial banks
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION dated February 24, 2006 Among Granite Exchange Services, LLC Lonnie Nielson Rob Awalt Justin Swift Sellers and The Bank Holdings, through its Subsidiary, Granite Exchange, Inc. Purchaser
Merger Agreement • April 3rd, 2006 • Bank Holdings • State commercial banks • Nevada

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION, made as of February 24, 2006, among Lonnie Nielson (“Nielson”), Rob Awalt (“Awalt”), and Justin Swift (“Swift”), (collectively hereinafter referred to as “Members”), Granite Exchange Services, LLC, (“Granite, LLC”), Granite Exchange, Inc., (“Granite, Inc.”), through its Parent, The Bank Holdings, and The Bank Holdings (“TBH”).

NEVADA SHOPPING CENTER LEASE MCQUEEN CROSSINGS between MCQUEEN CROSSINGS, LLC, A Nevada Limited Liability Company “Landlord” and NEVADA SECURITY BANK, A Nevada Corporation “Tenant”
Lease Agreement • November 14th, 2003 • Bank Holdings • State commercial banks

This Article I contains the Basic Terns of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease referred to in this Article I explain and define the Basic ‘femls and are to be read in conjunction with the Basic Terms.