CONSULTING AGREEMENT
Exhibit 10.16
This Consulting Agreement (the “Agreement”) is made and entered into this 15th day
of January, 2008 by and between Mercantile Bancorp, Inc., a Delaware corporation, (“Company”) and
Xxx X. Xxxxx (“Consultant”). WITNESSETH:
RECITALS
A. Consultant possesses certain knowledge and expertise in the businesses of bank holding
companies and banks which Company wishes to utilize on a consulting basis and for representation on
Company’s board and boards of certain banks and bank holding companies in which Company owns all or
a significant percentage of the issued and outstanding stock; and
B. Company desires Consultant to act as a consultant to the Company upon the terms and
conditions hereinafter set forth.
C. Consultant is willing to act as a consultant for Company upon the terms and conditions
hereinafter set forth.
In consideration of the matters described above, and of the mutual benefits, covenants and
obligations set forth in this Agreement, Company and Consultant agree as follows:
1. Consulting Services. Company agrees to retain Consultant and Consultant agrees to
serve as an advisor and consultant to Company. Without limiting the generality of the foregoing,
the consulting services provided by Consultant shall be in the area of management, operations and
customer relations of bank holding companies and banks. In addition, Consultant shall serve on
Company’s board, if elected by the stockholders of Company, and as Company’s representative on the
boards of up to six (6) banks or bank holding companies in which Company owns all or a significant
percentage of the issued and outstanding stock. The board of directors of Company shall designate
such banks or bank holding companies from time to time but the number at any one time shall not
exceed six (6).
2. Term. This Agreement shall commence on March 1, 2008 and shall continue until
February 28, 2009 or Consultant’s earlier death or disability rendering him unable to provide the
consulting services, or until earlier terminated by Company for cause.
3. Consideration for Consulting Services. As consideration for the services to be
performed by Consultant pursuant to paragraph 1, Consultant shall be entitled to a fee of
Seventy-five Thousand and 00/100 Dollars ($75,000.00) which shall be payable in twelve (12) monthly
installments on the fifteenth day of each month during the term of this Agreement. Consultant
shall not be paid a director fee for serving as a director on Company’s board and those banks or
bank holding companies upon which Consultant will be the Company’s representative. In addition, to
assist Consultant with customer relations, the Company shall pay for or reimburse to Consultant the
dues for a social membership at the Quincy Country Club, Quincy, Illinois.
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4. Time Devoted to Work. The services and hours Consultant is to work on any given
day in rendering consulting and advisory services hereunder will be determined by Consultant after
consultation with the Company and by the dates and times of the board meetings for those boards on
which Consultant will be a director. Company will rely upon Consultant to work such hours as are
reasonably necessary to fulfill the spirit and purpose of this Agreement.
5. Confidentiality; Services for Others. During the term of this Agreement and at all
times thereafter, Consultant shall not divulge or appropriate for his own use or for the use of
others any trade secret or confidential information of Company or any of its subsidiaries, relating
to the products, customers, prospective customers or related data of Company or its subsidiaries
obtained by Consultant during his engagement by Company.
6. Independent Contractor Status. It is specifically understood and agreed upon by
the parties that Consultant is not an employee of Company but rather an independent contractor for
all purposes in that he is engaged in the performance of services hereunder not as an employee of
Company but as an independent contractor. Notwithstanding any determination by a court,
administrative agency or other party, such independent contractor status shall apply for purposes
of worker’s compensation, unemployment compensation, Federal Insurance Contribution Act (FICA),
income tax withholding and all other purposes. Consultant agrees to pay all such taxes and
contributions. Consultant shall not be entitled to participate in any employee benefit programs or
plans established by Company. Consultant agrees to indemnify and hold harmless Company and its
employees and officers from and against any loss, expense or cost resulting from a determination
that Consultant is other than an independent contractor or from any claim Consultant may make as a
purported employee.
7. Expenses. Company shall provide to Consultant a cell phone and shall pay for the
expense thereof. Company shall reimburse Consultant for all reasonable expenses incurred in
carrying out his duties and responsibilities pursuant to this Agreement, including travel and
lodging expenses. Consultant shall submit to Company, periodically, requests for expense
reimbursement with an itemization of the expenses incurred. All reimbursement for reasonable and
customary travel and out-of-pocket expenses will be based upon their actual cost. Any
entertainment expenses Consultant intends to incur must be pre-approved by Company, at Consultant’s
request.
8. Consultation Concerning Acquisitions. If Company requests that Consultant advise
the Company with regard to specific targeted acquisitions of the Company, Company and Consultant
shall in advance agree to the scope of such services and a reasonable fee to be paid to Consultant
for the rendering of such consulting services regarding acquisitions.
9. Assignment. This Agreement shall be binding upon and inure to the benefit of the
Company, its successors and assigns. This Agreement is a personal services contract as to
Consultant and shall not be assignable by Consultant, but all obligations and agreements of
Consultant hereunder shall be binding upon and enforceable against Consultant and his personal
representatives and heirs.
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10. Entire Agreement. This Agreement constitutes the entire agreement between the
parties and any amendments hereto must be in writing and be duly executed by each of the parties
hereto.
11. Construction. Titles and headings to various subdivisions of this Agreement are
for convenience of reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
12. Severability. If any provision of this Agreement is determined to be invalid or
unenforceable under any court or governmental agency or competent jurisdiction, or under any
statute, the remaining provisions shall not thereby be invalidated but shall remain in full force
and effect, unless to do so would clearly violate the present legal and valid intention of the
parties hereto.
13. Notices. All notices given hereunder shall be in writing and shall be deemed
delivered when served personally or when deposited in the United States mail, postage prepaid,
addressed at the address following the parties’ signatures, or at such other address as may be
designated by written notice given in accordance with the provisions of this paragraph.
14. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois.
IN WITNESS WHEREOF, Company and Consultant have executed this Agreement on the day and year
first above written.
| COMPANY: | ||||
| Mercantile Bancorp, Inc. | ||||
| By | /s/ Xxx X. Xxxxxxxx | |||
| Xxx X. Xxxxxxxx, its President | ||||
| Address: | 000 Xxxxx 00xx Xxxxxx | |||
| X.X. Xxx 0000 | ||||
| Xxxxxx, XX 00000-0000 | ||||
| /s/ Xxx X. Xxxxx | ||||
| Xxx X. Xxxxx | ||||
| Address: | 0000 Xxxxxxxxxx Xxxx Xxxx Xxxxxx, XX 00000 |
|||
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