Common use of Consulting Service Clause in Contracts

Consulting Service. Consultant agrees that during the Term of this Agreement: A. Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company, and he will perform such duties and furnish advice and assistance to the Company from time to time as requested by the Company's President, Chief Financial Officer, Chief Accounting Officer or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall be available to assist the Company as requested by Senior Management, during the Term to offer consultation, advice, assistance or to perform other activities concerning the general business, accounting, financial reporting and records of the Company and the Bank to facilitate the timely completion of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, 2009, the preparation of the Company’s Annual Report to Shareholders and Annual Report on Form 10-K, and the transition of a new chief financial officer. The Consultant shall be acting in the capacity as an independent contractor, and not as an officer or employee of the Company. The Consultant shall not be subject to the direct control or supervision of the Senior Management of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Nothing contained in this Agreement shall limit or restrict the Consultant from serving as an employee, officer or director of other companies or entities, and the Consultant may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”). D. Consultant shall be available to render such consulting services to the Company under this Agreement during the Term of this Agreement. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days' written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its Senior Management.

Consulting Service. Consultant agrees that during the Term term of this Agreement: A. Consultant will devote his best efforts to such his position as consultant and an independent contractor to the Company, and he will perform such duties and furnish advice execute the policies of Company as determined by its board of directors and assistance to its President as the Company and Consultant may mutually agree upon from time to time as requested time; provided that said duties performed by the Company's President, Chief Financial Officer, Chief Accounting Officer or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall not be available to assist inconsistent with the nature and character of the duties performed by Consultant for the Company when serving as requested by Senior Management, during the Term to offer consultation, advice, assistance or to perform other activities concerning the general business, accounting, financial reporting President and records of the Company and the Bank to facilitate the timely completion of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, 2009, the preparation of the Company’s Annual Report to Shareholders and Annual Report on Form 10-K, and the transition of a new chief financial officerChief Executive Officer. The Consultant shall be acting in the capacity as As an independent contractor, and Consultant shall not as be an officer or employee of the Company. The Consultant Company and shall not be subject to the direct control or supervision of the Senior Management of the Company or its President with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company on matters related to the business affairs and operations of the Company, including matters that relate to compliance with applicable banking laws and regulations and merger and acquisition planning. It is estimated that such activities will encompass approximately 8 to 10 business days per month. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. Paragraph A above; C. Nothing contained in this Agreement shall limit or restrict the Except as may be limited by Section 6 hereinafter, Consultant from serving as may be an employee, officer or director of other companies or entities, entities and the Consultant may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is actually rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”).; D. Consultant shall be available to render such consulting services to the Company under this Agreement during as requested by the Board of Directors or the President of the Company commencing on the first date of the initial Term of this AgreementAgreement as contained in Section 5 herein. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not no less than five (5) business five days' written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its Senior ManagementPresident.

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) of this Agreement: A. Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company, and he will perform such duties and furnish advice execute the policies of the Company, as the Company’s President and assistance to the Company Consultant may mutually agree upon from time to time as requested by the Company's President, Chief Financial Officer, Chief Accounting Officer or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall be available to assist the Company as requested by Senior Management, during the Term to offer consultation, advice, assistance or to perform other activities concerning the general business, accounting, financial reporting and records of the Company and the Bank to facilitate the timely completion of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, 2009, the preparation of the Company’s Annual Report to Shareholders and Annual Report on Form 10-Ktime, and the transition of a new chief financial officer. The Consultant shall be acting in the capacity that as an independent contractor, and Consultant shall not as be an officer or employee of the Company. The Consultant Company and shall not be subject to the direct control or supervision of the Senior Management President of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Nothing contained in this Agreement shall limit or restrict the Except as may be limited by Section 6 hereinafter, Consultant from serving as may be an employee, officer or director of other companies or entities, entities and the Consultant may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”).; D. Consultant shall be available to render such services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide consulting services to the Company under this Agreement during the Term one year period after the Effective Time as follows: (i) up to 3 5 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance of this Agreementthe year after the Effective Time. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days' ’ written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its Senior Managementsenior management.

Consulting Service. The Consultant agrees that during the Term term of this Agreement: A. (A) The Consultant’s role will be to fill all responsibilities of the position of Vice President, Finance and Chief Accounting Officer of the Company for an interim period, performing the specific duties listed on Exhibit 1 to this Agreement. The Board of Directors of the Company has appointed you to such office effective as of the termination of the employment of Xxxxx Xxxxxxxxxx at the close of business on February 18, 2016. As an officer of the Company elected by the Board, you will be covered by the Company’s D&O policy, which will be confirmed by an acknowledgment obtained from our primary D&O carrier. (B) The Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company. In addition, the Consultant will be available to train the new Corporate Controller when this person will be hired and he will perform such duties and furnish provide advice and assistance to the Company from time to time as requested by the Company's President, Chief Financial Officer, Chief Accounting Officer or Chief Operating Officer (collectively, “Senior Audit Committee and Management”). The Consultant shall be available during the term of this Agreement to assist the Company as requested by Senior Management, during Management and at the Term Company’s sole discretion to offer consultationconsulting, advice, and assistance or to perform other activities concerning related to the general business, accounting, financial reporting and records of the Company and the Bank to facilitate the timely completion finance function of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, 2009, the preparation of the Company’s Annual Report to Shareholders and Annual Report on Form 10-K, and the transition of a new chief financial officer. The Consultant shall be acting in the capacity as of an independent contractor, and not as an officer or employee of the Company. The Consultant shall not be subject to the direct control or supervision of the Senior Management of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. B. (C) The Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above;these services. C. (D) Nothing contained in this Agreement shall limit or restrict the Consultant from serving as an employee, officer or director of other companies or entities, and the Consultant may provide consulting services for other companies or organizations; , provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”). D. (E) The Consultant shall be available to render such consulting services to the Company under this Agreement during the Term term of this Agreement. The Consultant shall not be obligated to render any services under this Agreement during such period when he she is unable to do so due to illness, disability or injury; E. Consultant shall be available for service hereunder upon receipt of not less than five (5F) business days' written notice from the Company; and F. The Consultant shall not enter into agreements or make commitments on behalf of the Company, except when approved by management and permitted in the delegation of authority approved by the Board of Directors. (G) It is possible that the Consultant will have to travel to fulfill her responsibilities. The Company without prior written consent or approval will reimburse all out of the Company or its Senior Managementpocket expenses incurred.

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) of this Agreement: A. Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company, and he will perform such duties and furnish advice execute the policies of the Company, as the Company’s President and assistance to the Company Consultant may mutually agree upon from time to time as requested by the Company's President, Chief Financial Officer, Chief Accounting Officer or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall be available to assist the Company as requested by Senior Management, during the Term to offer consultation, advice, assistance or to perform other activities concerning the general business, accounting, financial reporting and records of the Company and the Bank to facilitate the timely completion of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, 2009, the preparation of the Company’s Annual Report to Shareholders and Annual Report on Form 10-Ktime, and the transition of a new chief financial officer. The Consultant shall be acting in the capacity that as an independent contractor, and Consultant shall not as be an officer or employee of the Company. The Consultant Company and shall not be subject to the direct control or supervision of the Senior Management President of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Nothing contained in this Agreement shall limit or restrict the Except as may be limited by Section 6 hereinafter, Consultant from serving as may be an employee, officer or director of other companies or entities, entities and the Consultant may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”).; D. Consultant shall be available to render such services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide consulting services to the Company under this Agreement during the Term one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance of this Agreementthe year after the Effective Time. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days' ’ written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its Senior Managementsenior management.

Consulting Service. Consultant agrees that during the Term of this Agreement: A. Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company, and he will perform such duties and furnish advice and assistance to the Company from time to time as requested by the Company's =s President, Chief Financial Officer, Chief Accounting Officer Office or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall be available to assist the Company as requested by Senior Management, during the Term on a monthly basis as mutually agreed upon from time to offer consultation, advice, assistance or to perform other activities concerning the general business, accounting, financial reporting and records of the Company and the Bank to facilitate the timely completion of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, 2009, the preparation of the Company’s Annual Report to Shareholders and Annual Report on Form 10-Ktime, and the transition Consultant shall be available for a minimum of a new chief financial officertwenty hours per month to offer such consultation and advice and undertake special projects, as requested. The Consultant shall be acting in the capacity as an independent contractor, and not as an officer or employee of the Company. The Consultant shall not be subject to the direct control or supervision of the Senior Management of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder.. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by Senior Management, on matters related to the business affairs and operations of the Company as they pertain to strategic planning and product development, merger and acquisition analysis, community relations and business development opportunities that may be available to the Company; B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. 3.A. above; C. Nothing contained in Except as may be limited by Sections 1.B and 7 of this Agreement shall limit or restrict the Agreement, Consultant from serving as may be an employee, officer or director of other companies or entities, entities and the Consultant may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”).; D. Consultant shall be available to render such consulting services to the Company under this Agreement during the Term of this Agreement. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 6(B) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days' days= written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its Senior Management.