Exhibit 99.8
Exhibit H
XXXXXXXX X. XXXXXXX, ESQ.
Lanidex Executive Center
000 Xxxxx Xxxx
X. X. Xxx 0000
Xxxxxxxxxx, XX 00000
(000) 000-0000, X108
Fax (000) 000-0000
May 8, 2006
Xxxxxxxx Xxxxxxxxxx
Xxxxxxxxxx & Xxxxxxxxxx
00 Xxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Dear Xxxxxxxx:
The following are the terms and conditions in reference to the
investment account for the purchase of publicly traded bank and thrift stocks.
This agreement supersedes all prior agreements:
1. A brokerage account will be opened in the name of Chewy Gooey
Cookies, L.P.
2. The account will be a discretionary account with Xxxxx Xxxxxxx
having a revocable Power of Attorney to buy and sell stock in said
account, provided all funds deposited into the account are for Chewy
Gooey Cookies, L.P. and all stock purchased in the account is in the
name of Chewy Gooey Cookies, L.P.
3. Only shares of publicly traded bank and thrift stocks may be
purchased.
4. Chewy Gooey Cookies, L.P. shall have the right to terminate
the relationship on May 5, 2008 or in the event of a breach by Xxxxx
Xxxxxxx of this Agreement.
5. Upon such termination, my discretion shall be terminated
automatically.
6. My compensation shall be 1/4 of 1% of the value of the assets
in the account computed as of the last day of each calendar quarter,
but not to exceed $17,500 per quarter. An incentive fee will be paid me
equal to 20% of the net profits earned in the account as of the
termination date whether same shall be the two year anniversary date or
later if agreed to between the parties. 100% of all funds shall go to
Chewy Gooey Cookies, L.P. until 100% of the capital is returned, and
then the division shall be 80% to Chewy Gooey Cookies, L.P. and 20% to
Xxxxx Xxxxxxx.
7. Net profits shall be defined to be the amount earned in the
account.
8. I shall have the sole right to vote the shares in the account
until termination of my Power of Attorney.
9. In the event any portion of this agreement is not in
compliance with law, then Chewy Gooey Cookies, L.P. shall have the sole
right to terminate this letter, and an accounting shall be done based
upon the above quoted administrative fee and profit participation to
the date of the termination.
10. This Agreement shall be effective as of April 17, 2006.
Very truly yours,
/ss/ Xxxxxxxx X. Xxxxxxx
------------------------
Xxxxxxxx X. Xxxxxxx
AGREED AND ACCEPTED:
Chewy Gooey Cookies, L.P.
/ss/ Xxxxxxxx Xxxxxxxxxx
----------------------------
By: Xxxxxxxx Xxxxxxxxxx, Manager
