EXHIBIT 10.28
PLUMAS BANK
DIRECTOR CONSULTING AGREEMENT
THIS AGREEMENT is made this 9th day of May, 2000, by and between Plumas Bank
(the "Company") and Xxxxxx X. Xxxxx (hereinafter referred to as the "Consulting
Director"), whose address is 000 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
INTRODUCTION
The Board of Directors of the Company has determined that it is in the best
interests of the Company to honor the Consulting Director for his or her
services to the Company of at least 15 years, to retain the Consulting
Director's services and to obtain the valued services of the Consulting Director
in a consulting capacity.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and the Consulting Director hereby agree as follows:
1. CONSULTING Services. Upon the terms and subject to the conditions
contained in this Agreement, the Consulting Director agrees to provide
consultative services for the Company during the term of this Agreement.
The Consulting Director agrees to devote his or her best efforts to the
business of the Company, and shall perform his or her duties in a
diligent, trustworthy, and business-like manner, all for the purpose of
advancing the business of the Company. The Consulting Director agrees that
this Agreement shall not become effective until such time the Consulting
Director has (i) served on the Company's board of directors or the board
of directors of the parent of the Company for a total of at least 15 years
and (ii) has resigned from the Company's board of directors or the board
of directors of the parent of the Company, if any or is no longer a
director of the Company or the parent of the Company, if any.
2. DUTIES. The duties of the Consulting Director shall be those duties that
can reasonably be expected to be performed by a person in a consultative
capacity. Such duties shall include, but shall not be limited to:
- Meeting annually with Board of Directors of Bank to review and
discuss the strategic plan and the goals and objectives of Bank.
- Continuing to utilize the Bank as a significant banking facility for
the Consulting Director and his or her businesses.
- Continuing to refer customers to the Bank and to support the Bank
within the Bank's community.
- Allowing the Bank to utilize the Consulting Director's name in all
of the Bank and Bank affiliate publications.
- When invited by the Chairman of the Board, utilizing best efforts to
attend the Bank retreats, meetings and other functions.
- Providing meaningful and comprehensive input to strategic issues or
policies as requested by the Chairman.
- Not becoming involved as a director, officer, large shareholder
(over 1%), advisor, consultant or employee of any financial
institution operating in the counties where the Bank operates a
branch or loan office.
- Being accessible to officers, directors and attorneys for any
litigation support for the Bank or its affiliates involving the
directorship with the Bank or its affiliates.
The Board may waive any of the individual service requirements set forth
above on a case by case basis.
3. CONSULTING TERM. Subject to the terms and conditions hereof, the Company
agrees to retain the Consulting Director for a term of three (3) years
commencing as of the date Consulting Director's retirement from the Board
of Directors of the Company ("Effective Date"). The Company may not
terminate the Consulting Director's service agreement prior to the end of
the three-year term unless such termination is due to a Termination for
Cause as defined herein.
4. FEES AND BENEFITS.
(a) BASE FEE AMOUNT. The Company shall, during the term of this
Agreement, pay the Executive an annual base fee of $10,000 beginning
on the Effective Date, pro rated for periods of less than 12 months.
(b) DEATH BENEFITS. If the Consulting Director dies prior to the
termination of this Agreement, the Company shall pay the Consulting
Director's named beneficiary (or the Consulting Director's estate if
no beneficiary is named) a death benefit of $30,000 less any
payments the Consulting Director has already received under the
terms of this Agreement.
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5. TERMINATION OF SERVICE. The Board of Directors of the Company may
terminate the services of the Consulting Director under the following
circumstances:
(a) DEATH DURING: THE THREE-YEAR CONSULTATIVE PERIOD. This Agreement
ends at death, however, any eligible death benefits payable
hereunder shall be paid in accordance with the provisions of
paragraph 4(b) herein.
(b) DISABILITY The Company may terminate the Consulting Director's
services for Disability if the Consulting Director is incapacitated
or absent and unable to perform substantially all the regular duties
of this Agreement for at least 180 days, consecutive or
non-consecutive, during any 12 month period. Disability shall be
determined by mutual agreement or by a physician who is board
certified in the field of the Consulting Director's affiliation.
(c) VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE. If the Consulting
Director shall voluntarily terminate his or her services for other
than Good Reason or if the Company shall discharge the Consulting
Director for Cause, this Agreement shall terminate immediately and
the Company shall have no further obligation to make any payment
under this Agreement which has not already become payable, but has
not yet been paid. Provided, however, that with respect to any plans
or programs in which the Consulting Director is participating at the
time of his or her termination, the Consulting Director's rights and
benefits under each such plan shall be determined in accordance with
the terms, conditions, and limitations of the plan and any separate
agreement executed by the Consulting Director which may then be in
effect.
For the purposes of this Agreement, the Company shall have "Cause"
to terminate the Consulting Director's services hereunder upon:
(i) the willful and continued failure by the Consulting Director
to perform his or her duties with the Company (other than any
such failure resulting from incapacity due to Disability),
after a demand for substantial performance is delivered to the
Consulting Director by the Board which specifically identifies
the manner in which the Board believes that he or she has not
substantially performed his or her duties;
(ii) the willful engaging by the Consulting Director in gross
misconduct materially and demonstrably injurious to the
Company. For purposes of this paragraph, no act, or failure to
act, on the Consulting Director's part shall be considered
"willful" unless done, or omitted to be done, by him not in
good faith and without reasonable belief that his or her
action or omission was not in the best interest of the
Company;
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For purposes of this Agreement, "Good Reason" shall mean:
(i) without his or her express written consent, the assignment to
the Consulting Director of any duties inconsistent with his or
her positions, duties, responsibilities and status with the
Company, or
(ii) a reduction by the Company in the Consulting Director's base
fee amount as in effect on the date hereof.
6. MISCELLANEOUS PROVISIONS.
(a) CONSULTING DIRECTOR'S HEIRS ETC. The Consulting Director may not
assign his or her rights or delegate his or her duties or
obligations hereunder without the written consent of the Company.
This Agreement shall inure to the benefit of and be enforceable by
the Consulting Director's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees. If the Consulting Director should die while any
amounts would still be payable to him or her hereunder as if he or
she had continued to live, all such amounts, unless other provided
herein, shall be paid in accordance with the terms of this Agreement
to his or her designee or, if there be no such designee, to his or
her estate.
(b) NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
United States registered or certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all
notices to the Company shall be directed to the attention of the
Chief Executive Officer of the Company with a copy to the Secretary
of the Company, or to such other in writing in accordance herewith,
except that notices of change of address shall be effective only
upon receipt.
(c) AMENDMENT: WAIVER. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Consulting Director and an
authorized officer of the Company. No waiver by either party hereto
at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth
expressly in this Agreement.
(d) INVALID PROVISIONS. Should any portion of this Agreement be adjudged
or held to be invalid, unenforceable or void, such holding shall not
have the effect of invalidating or voiding the remainder of this
Agreement and the parties hereby agree that the portion so held
invalid, unenforceable or void shall, if possible, be deemed
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amended or reduced in scope, or otherwise be stricken from this
Agreement to the extent required for the purposes of validity and
enforcement thereof.
(e) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
(f) GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California.
(g) CAPTIONS AND HEADINGS. The use of captions and Section headings
herein is for purposes of convenience only and shall not effect the
interpretation or substance of any provisions contained herein.
IN WITNESS WHEREOF, the Consulting Director and a duly authorized Company
officer have signed this Agreement.
XXXXXX X. XXXXX PLUMAS BANK
"CONSULTING DIRECTOR" "COMPANY"
s/s XXXXXX X. XXXXX By: s/s W. E. XXXXXXX
-------------------------------------- -----------------------------------
Title: President & CEO
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