CONSULTING AGREEMENT
EXHIBIT
10.1
Bankmark
0000
Xxxxxxx Xxxxxx, BOX 511 ¨ Xxxxxxx,
XX 00000
This
Consulting Agreement (“Agreement”) is entered into on this 21st day of March,
2005, by and between Xxx
Xxxxxx acting under the name of Bankmark
& Financial Marketing Services
(“Bankmark”), with offices at 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 and
Patria
Corporation (“Bank”),
with organizational offices at 0000
Xxxxx Xxxxx, Xxxxxxx, XX 00000.
Other
references made to the term “Bank” represent the de novo bank and its organizers
(the “Organizers”).
The
parties hereby agree as follows:
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1.
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SCOPE
OF THE ENGAGEMENT
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Bankmark’s
primary responsibilities within the scope and term of the engagement is to
provide project management, resource identification, and resource management
in
conjunction with the client and facilitate the capital acquisition phase of
the
project. Bankmark’s role during the organizational phase usually is or can
be:
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·
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Presentation
with core group members of what is involved in establishing a bank
and
working through such issues with new prospective organizers/directors.
It is Bankmark’s success rate, performance, and clear understanding of the
process that is articulated during these meetings. The engagement
of a
consultant that has successfully assisted numerous clients through
the
bank chartering process provides the credibility that most potential
organizers are seeking before they become engaged in a project. Bankmark
provides a new group the ability to say, “We have with us as partners a
firm that has been there and done that … and
recently”.
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·
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A
diverse group of industry experts in all areas required to open a
bank:
corresponding bank relationships, project financing, equipment,
technology, legal, accounting, operations, facilities that are capable
of
providing a turnkey bank with custom features or select needs based
on
specific client request. It is important to realize that opening
a bank is
far more complex a process and requires a different skill set than
managing a bank on a day-to-day basis that is already in
operation.
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·
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Over
the years and especially more recently, organizers, directors, and
management continuously infer we “help them see around the corner.”
Meaning that at any point during the process, we are able to advise
our
clients as to what’s ahead and the impact of options being considered or
plans in the queue. The process allows clients to more thoroughly
evaluate
each element under consideration. Thus, each alternative selected
should
produce the result desired by the Bank’s organizing group. If necessary,
the group is encouraged to visit banks that have recently opened
to better
understand the impact and ramifications of their own
decisions.
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·
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Bankmark
provides project management and tools, which allow the group to obtain
information concerning its area of expertise or assignment in the
project
management process. Our
client bank project management programs use, as baseline data, our
most
recently completed projects’ timeline information. This
process
assures all elements to opening in a timely manner and within
budget.
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·
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Bankmark
will provide logistics and support at each Bank location by trained
Bankmark staff for the Bank’s management and administration of its
contacts. An important effect of the Bankmark process is that the
Bank’s
professionalism is enhanced. This may have a positive impact on the
Bank’s
prospects for regulatory approval and its capital acquisition
program.
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·
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Determination
of charter and review of new filing procedures by the OCC & FDIC in
conjunction with the organizing
group.
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·
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Discussion
of facilities/locations.
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·
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Legal
representation review and discussion which firms processed the last
several applications.
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·
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Pre-opening
budget discussion and review.
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·
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Identification
and recruitment of a qualified management team for review with personnel
committee and Board of Directors.
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·
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Preparing
& building the management team for presentation to the regulatory
agencies and submission of the application
process:
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|
ü
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What
role now during the organization
phase
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ü
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What
role when the Bank opens
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ü
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When
does the management team
start…ideally
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Let
it be understood that Bankmark does not participate directly or indirectly
in
any sales transaction between the Bank and prospective shareholders, nor will
it
solicit subscription agreements or collect monies for prospective shareholders
in connection with such activity. Bankmark is not an agent for the de novo
bank,
and does not make representations as an agent or otherwise for the Bank.
(This
space intentionally left blank.)
-2-
2. CONSULTING
FEES
Bankmark
will design a marketing campaign to strategically support the Bank. Bankmark's
professional fee for services is as follows:
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•
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The
consulting fee for facilitating a marketing campaign to support the
Bank
and for providing logistics and administration for the Bank’s public
offering is $535,000.
This is the total fee and there are no contingencies, commissions
or other
variable payments regarding its payment. All
fees are due and payable in advance of the month the work is to be
performed. All invoices for such fees and expenses are due no later
than
the third business day from receipt of
invoice.
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| • |
The
fees shall be paid in the following incremental
amounts:
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Payment
# 1
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$
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10,000
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Month
1
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Payment
# 2
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$
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10,000
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Month
2
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||||
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Payment
# 3
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$
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10,000
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Month
3
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||||
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Payment
# 4
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$
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12,000
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Month
4
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||||
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Payment
# 5
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$
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12,000
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Month
5
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||||
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Payment
# 6
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$
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18,000
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Month
6
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||||
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Payment
# 7
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$
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37,000
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Month
7
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||||
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Payment
# 8
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$
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66,000
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Month
8
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||||
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Payment
# 9
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$
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66,000
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Month
9
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||||
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Payment
# 10
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$
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66,000
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Month
10
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||||
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Payment
# 11
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$
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66,000
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Month
11
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||||
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Payment
# 12
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$
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66,000
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Month
12
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||||
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Payment
# 13
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$
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66,000
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Month
13
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||||
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Payment
# 14
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$
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30,0001
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Final
Payment
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Professional
Fee Total
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$
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535,000
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1
The
final payment of $30,000 is due at the release of funds from the impound
account, or 120 days from the effective date of the prospectus/offering,
whichever comes first. It should be understood that receipt of the final payment
of $30,000 is not contingent upon any conditions or performance.
The
final payment shall be considered a post-opening expense for accounting purposes
and, although it appears in, is not included in the calculated total of the
estimated pre-opening expense budget previously presented to the
Bank.
Bankmark
may from time to time, based on project financing, defer a portion of a specific
payment. At Bankmark’s discretion, the Bank will be notified as to when the
deferred amount is due.
(This
space intentionally left blank.)
-3-
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3.
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EXPENSES
TO BE PAID BY THE BANK
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These
fees only represent an estimate.
As
each required service is negotiated with the selected firm or individual,
an agreement or purchase order will be submitted to and approved
by the
Bank’s management in advance of any payment or commitment to pay. These
agreements will be itemized and totaled in a report to management
on a
monthly basis to account for monies committed or owed against the
estimated budget. In each and every case where a budget may
be
exceeded due to necessary changes in the regulatory process, additional
events, or any other requirements required to support the proposed
transaction, management will pre-approve the new budget before it
is
incurred.
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Projected
Costs:
Bankmark’s
fees are disbursed monthly over the life of the project. Other costs are paid
by
the Bank but managed by Bankmark. As the PS and/or PM prepare to implement
the
various stages and expense items of this Agreement, they will present to the
client a more detailed anticipated monthly expense of the various budget
category line items of the expenses. These monthly presentations of anticipated
expense will, in turn, be reviewed with senior management or the Project’s
designated representative every thirty (30) days. Items or services to be
purchased on behalf of the Bank will be outlined in a contract or estimate
form
provided by the specific supplier and approved by Bank personnel prior to
purchase of the item or service. Based on the assumption that the Bank will
have
to host approximately 85 investment meetings with an average attendance of
25
attendees to meet 2,125 (minimum) qualified investors, the following costs
are
projected:
Computer
Network System & Printers Rental Service**
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Month
6
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$
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2,200
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Month
7
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$
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2,200
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Month
8
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$
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2,200
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Month
9
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$
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2,200
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Month
10
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$
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2,200
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Month
11
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$
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2,200
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Month
12
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$
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2,200
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Month
13
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$
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2,200
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Month
14
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$
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2,200
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TOTAL
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$
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19,800
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Graphics
Program Development**
Logo,
letterhead, business cards, envelopes, prospectus, promotional materials,
organization website (design to production), no printing. At time of execution,
a supplemental contract addendum will be presented to the Bank with a more
detailed description of items and payment schedule.
$35,000
-4-
Project
Site Support Staff
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Month
5
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$
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4,000
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Month
6
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$
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4,000
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Month
7
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$
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4,000
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Month
8
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$
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8,000
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Month
9
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$
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8,000
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Month
10
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$
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14,000
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Month
11
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$
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14,000
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Month
12
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$
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16,000
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Month
13
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$
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16,000
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Month
14
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$
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16,000
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TOTAL
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$
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104,000*
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The
staffing budget only represents a monthly estimate. As we begin the hiring
process closer to the Bank’s campaign, we will present a more specific (weekly)
cost per person spreadsheet for approval. *This
represents a current market estimate. An updated estimate will be prepared
at
beginning of hiring process. Payroll expense due net 15 days from date of
invoice received.
Project
Support **
Other
part time staff or FTE’s (Full Time Equivalent) time has been allocated pursuant
to the project budget. Some staff members do not work on site at the
organizational office but at Bankmark’s offices in California, Colorado, and
Texas. This provides consistency from project to project, access through
universities for data entry personnel or other essential personnel that Bankmark
does not have to hire, train, and release as a project ends. Instead it provides
continuity to all Bankmark’s clients by spreading out the part time hours needed
to support all of Bankmark’s projects.
For
many
banking professionals not being able to “see” an individual causes concern when,
in fact, it is the work to be produced in total and in relationship to the
project’s needs at that specific juncture. Example: Some days the data entry
personnel are completely inundated with roster entry and proofing 3-4 staff
members. The next day the entire off site office group is consumed with one
project. Over all what this system provides (and within a more managed budgetary
process) is the human resource component consistently but on call without the
project staff on site being inflated.
$10,000
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space intentionally left blank.)
-5-
Food,
Beverage, Facilities (based
on approx. 65 events)
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Month
9
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$
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8,000
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Month
10
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$
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16,000
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Month
11
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$
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16,000
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Month
12
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$
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16,000
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Month
13
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$
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13,000
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Month
14
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$
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13,000
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TOTAL
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$
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79,000
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These
amounts only represent estimates. As each month is planned in advance, the
estimates will be recalculated on a per-event cost. The event costs are also
tracked weekly as each event occurs, costs are posted so at all times the PM
and
the client know exactly where the project stands in relationship to the budget.
This is a cost category tracked jointly by the client and Bankmark.
External
Printing
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·
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Invitations
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| · |
Offering
circular & all the packaging
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·
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Presentation
boards for investment meetings
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·
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Letterhead,
business cards, envelopes
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The
quantities, paper specification, etc. will be bid out/estimated upon completion
of the design phase. If possible, Bankmark will secure a local printer; provided
the quality standards can be met in relationship to the budget. All print
estimates and purchase orders will be signed and approved by the
client.
$30,000
Internal
Printing**
Internal
printing is a service provided by Bankmark whereby full digital color printing
is needed only during the stock sale process, such as printing of the
prospectus. Because Bankmark prints these files digitally in-house, the client
is afforded a cost per piece savings in comparison to using a “Kinko’s” of at
least 50%. This in-house process allows Bankmark the ability to manage on behalf
of the client ordering only what is needed on a weekly basis. Therefore, our
quantity counts are low.
$7,500
Marketing
Promotions**
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·
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Presentation
boards for investment meetings
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·
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The
chairman’s’ circle/founders coffee
promotion
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·
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Logo
golf style shirts
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·
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Other
name recognition items
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The
specifics (i.e., count, item, color specifications, set-up fees) will be
outlined in a separate agreement for approval by Bank/project management prior
to beginning the events process. This will include all design, dye-cast, set-up,
production, and shipping requirements.
$21,000
-6-
Speaker
Honorariums**
Speaker
honorariums are paid to any qualified industry expert identified by Bankmark.
These individuals most likely have previous experience with the Bankmark
program, content and format especially as it relates to regulatory dos and
don’ts. They could be Xxxxxx Xxxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx, or any other
speaker Bankmark deems acceptable. Each event fee is $450 per event (65 events
approx). At the end of each 15-day period during the events phase of the
project, Bankmark and the Bank will review and reconcile the speaker honorariums
to be paid for that period.
$38,250
Public
and Promotional Events
Public
and promotional events are events “outside of the box” or a standard event
whereby the event has a theme that is usually time sensitive and a special
guest
speaker has been scheduled. The event requires a broader scope and scale or
marketing to draw a larger qualified audience. Any event in this category budget
is planned and approved by the Bank organizers.
$8,000
These
projected costs are based on the following assumption:
The
most
important factor in holding the events cost to a minimum is to maintain a high
average attendance: 1) if the Bank gets them to an event and 2) follow up to
gauge their interest within 24-48 hours. If the Bank’s goal is a minimum of
2,125 qualified attendees and we maintain an average attendance of 25 per event,
the Bank can reach its capitalization goal upon completion of the 85th
event.
The caveat is the follow-up by directors and the Bank and is imperative to
the
success of the Capital Acquisition Program based on these
assumptions.
**Fees
paid directly to Bankmark. An
invoice along with any necessary supporting documentation will be presented
to
the Bank as each expense is incurred. These invoices are due net ten (10) days
upon presentation.
4. TERM
The
contract shall expire 120 calendar
days from the effective date as published on the offering circular at 5:00
p.m.
unless otherwise extended by mutual
agreement, in writing. Any budgetary requirements associated with the
continuation of said agreement will be outlined by Bankmark and pre-approved
by
the Bank or the Bank’s representative before any work is continued. All
extensions are in 30-day increments approved by both parties. Each 30-day
extension is for the fee of $35,000. All fees for extensions are due at the
beginning of the 30-day extension.
The
Bank
has the right to terminate, in writing, this Agreement with or without cause.
If
terminated without cause the Bank owes Bankmark fees of $250,000
plus any
expenses incurred by Bankmark on behalf of the Bank. If terminated with cause
(i.e. gross negligence or non-performance of duties as prescribed in the
contract) such cancellation must be noted by written communications. Bankmark
has 5 days to respond to a cancellation with cause in the form of a meeting
as
to corrective action that will be taken to rectify the problem, and 20 days
to
correct the action. Termination with cause can take place up until the filing
of
the Bank application and the Bank will be charged $25,000
per month
for
services rendered. In the event of Bankmark’s release from this Agreement there
is not exclusivity protection on the market. At the introduction to Zions (or
a
third party equal to) and a letter of intent at any point in the process joining
the third party entity to the project the termination clause is null. At
“permission to organize” there are no other conditions for
dismissal.
-7-
5. STAFFING
REQUIREMENTS BY FMS/BANKMARK
Overall
project responsibility on behalf of Bankmark will be carried out by Xxx Xxxxxx
(“DH”), Xxxx Xxxx Xxxxxxxx (“BA”), Project Supervisor (“PS”), and Project
Manager(s) (“PM”). During the period of time prior to beginning the investment
meetings, a senior associate for Bankmark (PM, PS, DH) will meet with the
Organizers or Management Personnel a minimum of once every two weeks for a
project briefing and update session. A client conference report will be provided
to outline the project timeline, responsibilities and resource requirements
for
the upcoming two weeks and anticipated monthly scheduling or participation
required of Bank personnel or the organizing group. It is estimated that a
senior associate (DH, PS, or PM) will be on location a minimum of 3 days per
week prior to the investment meetings beginning. The composition of Bankmark’s
management team will be further defined upon project commencement.
6.
OTHER
STAFFING REQUIREMENTS
All
project employees will be made available by the Bank and will report directly
to
Bankmark’s PM. The employer of this staff will be a third-party national
employment agency firm, which will be approved of by the Bank and provide the
Bank with a price break for budgetary purposes. It will also ensure that all
local and state employment laws and requirements will be met. Their work
scheduling, daily job responsibilities, and if necessary, dismissal from the
project, are the responsibility of Bankmark’s PM. Prior to any dismissal of a
project employee, Bankmark will review the circumstances and conditions with
the
Bank concerning the employee and their recommendations, if any, for dismissal.
In turn, Bankmark also recognizes the importance of congeniality between project
staff and the Bank. Therefore, should conflict/tension between a specific
project individual and the Bank arise, Bankmark encourages the Bank to
immediately bring the situation to the attention of the PS or PM so that any
necessary adjustments, employee-transfers, or even dismissal/termination be
dealt with so that the flow/momentum of the project not be hindered. The
determination of an hourly wage will be gauged and set by the PM based on the
experience and skill necessary to perform their job responsibilities pursuant
to
the requirements of this Agreement. For example, regardless of policies
established within the institution, Bankmark or the organization/group will
not
employ $8 per-hour, fast-food, entry-level personnel for positions which require
data entry and sorting skills and/or meeting the public, i.e., a skill level
of
$12 - $14 an hour (or prevailing wage). However, all expenditures of this nature
will be within the budget described above unless otherwise agreed to in writing
by each party.
Bankmark
understands that part-time/temporary staff positions with no immediately offered
benefits do not always attract “top” people as prospective project employees.
Therefore, Bankmark will always attempt to first “pull in” qualified personnel
from other projects (whether in progress or recently completed) to staff a
newly
beginning project so that the level of experience and training are exemplary
and
consistent. A combination of experienced Bankmark personnel and new hires from
the project’s immediate area equate to a well-balanced on-site team essential to
the success of the project.
-8-
It
is
important to note that typical “Bank” employees that may work for the
institution post-charter normally do not have the skill set necessary for the
types of employees Bankmark must solicit and engage to successfully perform
the
duties as specified within the boundaries of this contract. From time to time,
Bankmark may hire college or high school students, which could potentially
be
siblings of directors or others close to the project, but typically they are
hired to perform what are considered “after-hours” or “summer-time” duties (See
“Part-Time RSVP Callers” below). Because
of the skill set necessary for the success of this project, Bankmark and client
agree that the policy not to hire directors’ relatives, friends, etc., is
appropriate. Hiring should be based on the skill set necessary to complete
the job.
The
staff’s payroll will be managed by the PM, a Bankmark person familiar with the
firm that pays the employees. Invoices are processed through Bankmark’s Payroll
Manager, approved by the PM and presented to the client. The client must pay
for
these outside services net 15 days of presentation.
Part-time
RSVP Callers: Telephone
calls to invite critical leads, close friends and personal business relations
are best made by the Organizer. However, based on the fact that there are other
time commitments by the Organizers, it may be necessary from time to time to
employ RSVP callers. These are hourly employees used only during the events
phase and not continuously. If it is necessary to employ these individuals,
a
budget will have to be established. This should only be a back-up
contingency.
7. FACILITY
REQUIREMENTS
The
Bank
must provide a working location to support a full time staff of 4-6: one senior
associate, one PM and part-time people. It should comfortably sustain four
desks
and the necessary number of working tables and chairs for processing the events
material. (900-1,500 square feet exclusive). The facility shall be secured
and
well-lighted for access 24/7. Unless otherwise noted by memo or addendum, the
computer equipment that is supplied is the property of Bankmark. Bankmark and
its personnel will not be restricted in any manner from access to its equipment
or otherwise.
8. MISCELLANEOUS
EQUIPMENT & SUPPLIES
The
PM
and support staff must have access to a minimum of six (6) phone lines which
are
not too heavily used by other Bank operational needs, plus one dedicated high
speed data line (DSL/Cable modem) and one dedicated fax line. The staff must
also be provided with a designated fax machine and copier, which are needed
for
reports required to keep Organizers and Bank management updated with current
potential shareholder names and event schedules. There is also a significant
amount of copying required in the database management and the reporting
function. The project also requires a varying amount of office supplies: pens,
pads of paper, computer paper, etc., which will be ordered by the PM through
the
Bank's supplier. There are monthly phone charges for sending data via modem
between Bankmark’s data center and the Bank’s onsite computer systems. These
line charges will be billed monthly with copies of the charges from the phone
xxxx. There will be monthly charges for Fed Ex/UPS regarding overnight shipping
of data entry work, lists or supplies.
-9-
8.1.
The
procurement of supplies to maintain the project’s readiness will be maintained
by the PM. The Bank will establish a business account with Office Depot, Office
Max, Staples or an equivalent. When supplies are needed, the PM will put
together a supply request form to be approved by the Bank. Upon approval by
the
Bank, the PM will procure the materials and maintain an inventory for the
project.
9. CONFIDENTIALITY
OF INFORMATION
Without
the prior consent of the Bank, Bankmark shall keep confidential and shall not
disclose to any third party any of the database or project files or any
financial or other information relating to the Bank, which is not already within
the public domain. From
time
to time during the “events” phase of the project, Financial Marketing/Bankmark
may invite guests to observe an event. These guests may be other consultants
or
bank directors and officers from another bank. The Bank will not unreasonably
restrict Bankmark in allowing its guests to attend and observe the process.
If
the prospective guest(s) are from the
Denver,
CO area
of
the United States, Bankmark will inform the client. The client and Bankmark
will
then select a meeting in which these local guests may attend.
10. RESPONSIBILITY
AND ACCOUNTABILITY
To
assure
fulfillment of the requirements within this Agreement, the Bank and/or
Organizers of the Bank will designate one individual to
work
directly with Bankmark in the management and implementation of this Agreement.
The contact person is Xxxxx
Xxxxxx.
11. ACCESS
TO MATERIALS NECESSARY TO FILL THE TERMS OF AGREEMENT
The
Bank
will supply Bankmark with necessary copies of documents for handout during
the
investment meeting presentation and development of the director training
materials, i.e., the FDIC application, the state application, business plans,
strategic plans, etc.
OTHER
COVENANTS PROVIDED BY CLIENT 12 - 22
Bankmark
hereby warrants and represents that Bankmark shall:
12
On
a best
efforts basis, with client adherence to the terms and recommendations, work
diligently to implement all items discussed herein.
-10-
12.1
Not
assume or create any obligation for, or on behalf of, or in the name of, or
in
any way bind, the Bank except as expressly provided by this
Agreement.
12.2
Engage
in
no conduct in the performance of this Agreement that reflects unfavorably on
the
Bank.
12.3
Agree
to
defend, indemnify and hold harmless the Bank and each of its Organizers, and
their successors and assigns, from and against any and all liability, damages,
fees, including reasonable attorneys’ fees, and expenses whatsoever, resulting,
directly or indirectly, from any claim or demand of any kind or nature,
resulting from the wrongful actions, negligence, errors, omissions or
misstatements of Bankmark, its officers, directors, employees, agents or
contractors in connection with Bankmark’s performance of its obligations under
this Agreement; provided, however, that Bankmark shall not be liable under
this
section for the wrongful actions, negligence, errors, omissions or misstatements
of Bank, its Organizers, employees, agents or contractors. This indemnification
shall survive the expiration or earlier termination of this
Agreement.
12.4
Defend,
indemnify, and hold harmless the Bank from any and all liability, claims,
demands, suits, costs, charges, and expenses, including, without limitation,
attorney’s fees incident to any claim, loss, damage, or injury to the person or
property of Bankmark and Bankmark’s agents, employees and/or contractors, or to
the person or property of anyone injured through the acts or omissions of
Bankmark or of agents employees, or other persons acting on Bankmark’s behalf;
except for other firms or employees contracted directly with the Bank or
Organizers.
12.5
Bankmark
warrants and represents that it has the necessary personnel, experience,
expertise and ability to successfully organize, implement and promote the Bank
in accordance with the budget.
13.
OWNERSHIP
OF MATERIALS
Rights
of
ownership and reproduction of materials supplied by Bankmark remain solely
with
Bankmark. This includes proprietary methods, training materials, handouts and
evaluation tools used during the implementation of this Agreement. Any materials
developed specifically for the Bank, i.e., logos, corporate identity package,
signage, etc. belong to the Bank when all monies owed as a result of this work
have been paid by the Bank as prescribed within this Agreement. Any other work
which may be developed for the Bank, such as promotional materials, etc.,
ownership licensing rights or rights of reproduction, will be outlined and
agreed to by each party before said work begins or is produced. Any creative
materials which are developed by Bankmark or any subsidiary group (Financial
Marketing Services, xxxxxxxxxxxxxx.xxx, etc.) or any of the firms’ affiliate
websites may depict any and all of these materials produced and a narrative
of
the project’s objectives and accomplishments as part of a “print” or “on-line
digital” portfolio and may include (but are not limited to) marketing materials,
graphics, and websites.
-11-
13.1.
BANKMARK
COPYRIGHTS & PATENTS
During
the course of the consulting engagement, Bankmark will, as part of its
responsibility, make available or provide materials to the Organizers, directors
and management team. These materials are only for the specific purpose of
managing, tracking, education and training. They are not to be copied or
distributed outside the immediate group of Organizers, directors, management
and
staff. These materials are for internal use only. Should they be mistakenly
used
during the capital acquisition phase of the engagement, the project members
of
the group could be put at risk. These educational materials are for the sole
purpose of training and may not be used for sales or solicitation of prospective
shareholders. These materials and the process they represent are proprietary
to
Bankmark and are protected by copyrights.
The
database application program is owned by Bankmark. In the case of a de novo
bank
whose current staff possesses the skills and talents to copy, modify, change
or
duplicate the application program, the Bank directors and management must assure
Bankmark that no efforts by said staff will occur.
At
no
time while Bankmark is actively engaged in the project or upon its completion
will the software application program be modified, duplicated, copied or changed
without our prior written approval.
The
lists, rosters, critical leads, or any materials supplied to Bankmark for the
development of the database is the property of the group and or individual
who
provided the materials. Upon completion by the staff of use of this material
it
will be returned to the individual whom it belongs. The completed database
will
become the property of the Bank upon completion of the project and fulfillment
of the terms specified in this Agreement.
14.
NONCOMPETE
Bankmark
is currently working and meeting with other organizing groups in other areas
of
the United States and it is not our practice to provide non compete covenants
during organization, as groups can end their organizing efforts at anytime
by
electing not to finish the project. Bankmark does allow that we will
not
seek out new bank business in the following areas:
|
·
|
Hispanic
Bank in the zip codes defining the Denver MSA. Exclusivity is determined
by the zips the bank is chartered in. No other zips.
|
for
the
duration of this de novo bank project. However, should the Bank upon opening
use
Bankmark to provide marketing programs and services, a limited non compete
agreement can be developed pertaining to the Bank’s immediate marketing
area.
15.
ASSIGNMENT
Except
as
provided herein, this Agreement or any rights or obligations hereunder may
not
be assigned by either party without the prior written consent of the other
party.
-12-
16.
SURVIVAL
Paragraphs
9, 12, 13 and 14 shall survive the expiration or termination of this
Agreement.
17.
AMENDMENTS
This
Agreement may be modified in writing only, and cannot be changed
orally.
18.
COMPLETE
AGREEMENT
This
contract is the entire and only Agreement between the parties. The contract
replaces and amends any previous agreements between the parties. This contract
can only be changed by agreement in writing signed by both parties.
19.
PARTIES
LIABLE
This
contract is binding upon all parties who sign it and all who succeed to their
rights and responsibilities.
20.
NOTICES
All
notices under this contract must be in writing. The notices must be delivered
personally or mailed by certified mail, return receipt requested or Fed-Ex/UPS
Next day to the other party at the address written in this contract, or to
that
party’s attorney.
21.
CHOICE
OF LAW
The
terms
of this contract shall be interpreted under the laws of the state in which
the
Application is filed.
22.
SEVERABILITY
If
one or
more of the provisions of this contract are deemed invalid or illegal the
remainder of the contract shall survive.
23.
ADDITIONAL
TERMS OF THE CONSULTING AGREEMENT
| § |
Bankmark
shall be available to meet with any regulatory agencies or the Bank’s
attorney as needed to effectively implement the requirements of this
Agreement.
|
| § |
Upon
completion of the public offering, Bankmark will provide a written
action
report on issues concerning the de novo bank in the areas of product
development, delivery systems, and topical marketing needs based
on
current trends experienced during the campaign. This written report
will
be followed by an oral presentation by Xxxxxx & Xxxxxxx to the Board
of Directors. This is not to be confused with a marketing plan but
rather
a report on issues and
recommendations.
|
-13-
| § |
The
parties agree that the Bank or Bankmark may require that any controversy
or claim arising out of or relating to this Agreement, or the breach
thereof, will be settled by arbitration in accordance with the Rules
of the American Arbitration Association
in
effect at the time that the controversy or claim arises, and judgment
upon
the award rendered by the arbitrator may be entered in any court
having
jurisdiction thereof. The forum for any such arbitration proceeding
shall
be at the local office of the Judicial Arbitration Mediation Service
nearest to the headquarters of the
Bank.
|
| § |
Should
any legal action or arbitration proceeding be brought in connection
with
any provisions of this Agreement, or to collect damages for either
the
breach of any term of this Agreement or false representation or warranty
given in connection with this Agreement, the prevailing party shall
be
entitled to recover all reasonable attorney fees, and costs and expenses
actually incurred in such action or
proceeding.
|
| § |
Significant
suppliers of goods or services shall be approved jointly by Bankmark
and
the Bank to assure the greatest possible success. If the Bank requires
the
specific use of a supplier, the Bank will assume all responsibilities
for
delivery of those specific goods and services, and any delays or
problems
caused by use of said supplier. Bankmark’s purchasing strengths due to its
long term relationship with many suppliers provides clients with
the
advantage of special pricing, i.e. reduced fees, or better terms,
i.e.
delayed partial payment until release of funds from the impound account.
While all contracts negotiated with any provider of goods or services
and
approved by the client, any firms or individuals that are providers
of
these services on an ongoing basis for Bankmark are managed by Bankmark
with oversight by the Organizers during the term of the engagement.
It is
this leverage and tie to responsibility that allow Bankmark to procure
and
expedite service to its clients. Bankmark shall not accept any gratuity,
rebate, fee, non-cash trade, commission or any other direct or indirect
accommodation as it pertains to providers of goods or services used
to
implement the work as prescribed herein. Bankmark maintains an ongoing
marketing relationship which may include fee for referrals, shared
marketing and promotional costs for workshops and seminars with,
but not
limited to, the following firms: 1) Xxxxxx, Pepper & Shefelman PLLC,
2) Jenkens & Xxxxxxxxx, 3) TIB, 4) Xxxxxxx & Associates, 5) WIB,
6) Xxxxxxx & Procter, 7) Powell, Goldstein, Xxxxxx & Xxxxxx, 8)
Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. Should
the
Bank elect to engage the services of any of these professional
organizations, it is the responsibility of the Bank to conduct its
own
thorough evaluation of the services to be
provided.
|
| § |
Speaker
honorariums and travel expenses can become very costly. It is Bankmark’s
intent to provide the best resource to accomplish this task. To have
a
celebrity speaker for each function of the estimated 65+ functions
would
be cost prohibitive. When applicable, Bankmark will use bank directors
from other institutions, industry observers, and in many cases, Xxxxxx
Xxxxxxx. Xx. Xxxxxxx’x relationship as a speaker is separate from that of
services provided directly by Bankmark. As a speaker, Xx. Xxxxxxx
is paid
by the Bank from the estimated budget for speaker honorariums or
any other
individual designated by Bankmark as appropriate. Because speakers
must
set aside the time to meet the requirements of the scheduled meetings,
if
for any reason the meetings are canceled, they are paid accordingly.
If
canceled within 48 hours notice, 50% of the speaker honorarium is
due. If
canceled 24 hours prior to the meeting, the entire fee is
due.
|
-14-
| § |
Let
it be understood that Bankmark does not participate directly or indirectly
in any sales transaction between the Bank and prospective shareholders,
nor will it solicit subscription agreements or collect monies for
prospective shareholders in connection with such activity. Bankmark
is not
an agent for the de novo bank, and does not make representations
as an
agent or otherwise for the Bank. The Bank agrees to indemnify and
hold
harmless Bankmark from and against any and all damages, loss, cost
expense, obligation, claim or liability, including but not limited
to
attorney fees and expenses, arising as a result of the Bank making
said
offering.
|
| § |
The
scope, nature and details of the consulting services provided by
Bankmark,
as well as the identity and background of the parties Bankmark introduces
to the Bank, will not be divulged to anyone other than those directly
representing the parties to the transaction and unless otherwise
required
by applicable law.
|
| § |
During
the term of this Agreement, should Xxx Xxxxxx/Bankmark become
incapacitated and unable to direct this project in any manner, Xxxxxx
Xxxxxxx will complete the project as prescribed herein and the Bank
will
pay to Xx. Xxxxxxx any forthcoming payments. Notification to enact
this
specific condition of the Agreement will be in writing by Xx. Xxxxxx
or
his estate representative for Bankmark. If the Bank does not elect
to have
Xx. Xxxxxxx complete the project, all monies owed Bankmark are still
due
and payable as prescribed herein.
|
| § |
Bankmark
works for and at the sole discretion of the Board of Directors. If,
at any
time, Bankmark believes the group needs to receive information or
be
informed of any detail affecting the project, Bankmark will not be
denied
access to the group in any manner.
|
The
parties have executed this Agreement to be effective as of March 21,
2005.
|
Bankmark
|
Patria
Corporation
|
|
|
/s/
Xxx Xxxxxx
|
/s/
Xxxxx Xxxxxx
|
|
|
Xxx
Xxxxxx, Owner
|
Xxxxx,
Xxxxxx Bank Representative
|
-15-
Bankmark
5015
Addison Circle, BOX 511 ¨ Xxxxxxx,
XX 00000
ADDENDUM
This
Addendum is attached and made part of that certain Consulting Agreement by
and
between Bankmark and Patria
Corporation
(“Bank”) dated March 15, 2005.
| A. |
Strategic
Capitalization Plan,
|
| B. |
Public
Relations,
|
| C. |
Events
Management and Speaker Coordination,
|
|
D.
|
Director/Senior
Management Training on How to Present the Independent Bank as an
Investment Opportunity,
|
|
E.
|
Shareholder
Database Management and Computer Equipment,
|
|
F.
|
Consultation
regarding the development of marketing communication materials,
|
|
G.
|
Written
opinions, observations, and oral presentations on strategic issues
concerning the Bank will presented during the engagement period.
A
marketing opinion paper will be presented to Directors and Senior
Management at the conclusion of the campaign.
|
A. STRATEGIC
CAPITALIZATION PLAN
The
success of any capitalization effort is the strategic plan which, when
developed, is built on the realistic abilities of each Director's strengths,
weaknesses, opportunities and threats. This plan is developed only after a
series of personal interviews with each Director.
The
elements of each Director interview is quantified, weighted and formulated
in a
matrix format. This allows Bankmark to develop a capitalization plan based
upon
the expected, collective contributions of the Director Group and Senior Bank
Management. It allows for the optimization of each individual's effectiveness
based on their available time, sphere of influence, sales abilities and other
critical factors.
The
capitalization plan is designed to meet the Bank's required capital needs in
increments, based on how focused Management and the Director Group is and how
quickly they wish to proceed. The group will have an opportunity to contribute
its input before the plan is finalized. During the development of the
capitalization plan, Bankmark will meet with the Bank's Management every thirty
(30) days (or as needed) to review Bankmark's progress, share any concerns,
or
discuss possible requests for assistance the Bank and Organizers of the de
novo
bank may have. Within a reasonable time from the start date of the Consulting
Agreement, Bankmark will submit to the Organizers a written report of its
assessment of the organizing group and where it sees the de novo bank within
its
marketplace at
least
thirty
(30) days prior to the capital acquisition program. This report will also
include a detailed strategic capitalization plant with a proposed events
calendar. It should be noted that change might occur in the plan based on input
from Bank Management, the approval of the offering and its anticipated effective
date. Upon the final review by Bank Management and the incorporation of any
changes, Bankmark will present the capitalization plan during the Director
and
Senior Management Training Session.
-16-
Monthly
project review and assessment by Bankmark and a representative of the Board
of
Directors is important to assure the ongoing success of the capitalization
program. This forum will allow Bankmark to review with the Banks
representative's issues or concerns regarding the performance of key individuals
and the program's effectiveness and efficiency according to the project
timeline. This review process is most critical during the events phase of the
program. This forum allows the Organizers the opportunity to critique Bankmark's
performance and make recommendations for change or request additional
assistance. During this review session, the Directors and Bankmark can openly
review in confidence the efficiency reports provided by Bankmark (see
Section C, Monitoring
the Events Performance).
This
review process assures the Bank the opportunity for direct input and hands-on
participation in the effective completion of the capitalization program.
Conversely, Bankmark can, at these meetings, also present requests for any
additional resource allocation the project may require.
B. AVAILABLE
PUBLIC RELATIONS OPPORTUNITIES
| • |
Newspapers,
|
| • |
Local
Financial TV news,
|
| • |
Professional
and public service organizations to which Directors belong,
|
| • |
Scheduled
events,
|
| • |
Materials
published by the Bank,
|
|
•
|
Any
other communications vehicle, which is in regulatory compliance during
the
capitalization phase.
|
Public
relations are critical to the success of any capital acquisition campaign.
Using
the local media to increase public awareness of the Bank's future plans, its
Management, the business and economic outlook, and other information will
position the Bank and entrance its community image. Bankmark's public relations
activities will not unreasonably be restricted by Bank Management or the Board
of Directors in any manner.
No
single
media vehicle is completely effective in telling the Bank's story. An integrated
and balanced approach must be used. A considerable increase in the level of
public awareness needs to occur within both the public and professional spheres
of influence of the Bank. This must all be in place before the events process
begins.
Bankmark
designs, manages, and facilitates (as outlined on pg.3, Section 2) this
integration process subject to the approval of the Bank (the direct costs of
any
artwork or printing are separate items). A review of the public relations
materials enclosed in Bankmark's initial capabilities presentation will
illustrate to Management how scheduled events, coupled with the public relations
function, enhance the public's awareness of the investment opportunity. Any
public relations material developed by Bankmark on behalf of` the Bank is not
released until Bank Management has reviewed and approved it. A member of Senior
Management is present at all meetings, which Bankmark may schedule between
the
Bank and area newspapers, publications and other media. The Bank and Bankmark
agree to work jointly on all public relations efforts.
-17-
C-1. EVENTS
MANAGEMENT AND SPEAKER COORDINATION
Bankmark's
proven formula for success enables the Director Group to present the investment
opportunity to qualified individuals through a series of hosted events. Each
event features a financial expert who addresses the investment opportunity
in
several ways. In the case of the Bank, there must be a concerted effort to
reach
the required capital level in the shortest period of time possible. Bankmark
is
responsible for scheduling and managing the financial industry experts and
providing the PM.
Events
Process Management. Bankmark's
proven strategy for capital acquisition includes the manner by
which
each
prospective investor is invited to, and processed during, the events phase
of
the campaign. Invitation processing, facilities management, greeting guests,
presenting the investment opportunity, and coordination of guest speakers are
managed solely by Bankmark. This process is explained thoroughly during the
Director and staff training modules. All local customs and/or community
traditions are respected and incorporated into the process. However, Bankmark
upon concurrence of the Bank, determines the final components and sequence
of
events during the stock sale campaign. This includes the use of outside industry
observers/speakers. This component of the Bankmark process cannot be changed
without full agreement, in writing, by Bankmark (The organizers and directors
are restricted as to what they can and cannot say during the offering period).
To
provide assurance that the project proceeds in a timely manner and the client
has a record of important elements affecting the project, a weekly status report
log is
maintained by Bankmark. Copies of the log are presented weekly by the PM to
the
Bank's designated Client Resource Manager. This report gives a detailed
breakdown of all part-time employees, their hours and costs, any increases
or
changes made in the database and personnel scheduling during the events phase.
This enables the Client Resource Manager to approve the previous week's staff
allocations, schedule their personnel for the corning week and make any
necessary adjustments.
Monitoring
the Events Performance. Upon
completion of each weeks events, a thank-you letter is sent to each attendee.
Accompanying the letter is an attendee- questionnaire. This allows Bankmark
to
measure all aspects of the events process, especially the follow-up phone calls.
Each week during the events process, Bankmark provides Management with an
event-by-event synopsis table. This table tracks elements such as the ratios
of
RSVP's to Shows and Mailed to Shows, etc. These timely monitoring tools keep
Management and Bankmark apprised of all aspects of the events process.
C-2. PUBLIC
AND PROMOTIONAL EVENTS
In
addition to the standard investment opportunity meetings, breakfast, lunch
and
evening refreshments, and hors d'oeuvres, the project may require the
development of public and promotional events. These public and promotional
events are usually hosted by the Bank to attract specific target market
segments, for example:
-18-
A. Physicians—flow
to make money in a managed care environment
B. Small
Business Professionals—Getting your Banker to say "Yes"
|
C.
|
Or
events targeted to women, minorities, special interest groups, or
any
market segment necessary to attract investors
|
D. Wealth
Building and/or Financial Planning
E. The
State
of the Economy and Your Business
It
is not
possible to determine now at the inception of this working Agreement what type
of public and promotional event(s) may be necessary or how many
public
and promotional events will be needed. If these types of events are determined
to be necessary during the development of the Capital Acquisition Program
strategy or later, during its implementation, Bankmark will meet with Bank
Management to discuss the recommendations and develop a budget accordingly.
The
public and promotional events have been essential during Bankmark's last four
projects to raise significant awareness regarding the:
a) offering
circular
b) help
close the offering circular by creating a sense of urgency
c) creating
greater visibility with businesses and professionals
C-3. GUEST
SPEAKER/INDUSTRY EXPERT
This
working Agreement provides for the requirement of industry experts to be present
during the Bank's hosted or sponsored investment opportunity meetings. In
planning for the estimated 85 meetings, Bankmark (Hudson, Steiner, Hyzdu) may
function as the industry experts. The speaker honorarium fee is $450 per
investment meeting with a minimum of two meetings on a scheduled event day.
To
provide the Bank with the best possible coverage for presentation, Bankmark
will, in addition to the scheduled investment opportunity meetings, allow the
Bank to schedule and facilitate Speaker Days.
Within the two event-minimum day, the Bank may also schedule a round table
discussion with six to nine guests or one-on-one meetings with Founders or
significant investors. Within a Speaker Day, a schedule could be two standard
investment meetings, lunch-evening, to include a breakfast round table with
two
one-on-one meetings, or a total of five (5) meetings during the day.
D. DIRECTOR,
MANAGEMENT AND STAFF TRAINING
Bankmark
conducts a series of Director interactive workshops for Organizers and Senior
Management, and two Management Workshops (see Exhibit). The objective of this
workshop is to assure that each participant involved in the Capital Acquisition
Campaign has current information on the industry in general and the performance
of independent banks in particular. This data is consistent with the information
presented at the investment meetings. Workshops are conducted at a mutually
acceptable time prior to the offering effective date. These workshops take
place
during work hours, evenings and at least one weekend. It is imperative that
those involved in the selling process be required
to
attend all training and sales meetings. If, after the completion of these
workshops, one or two individuals require additional training, Bankmark provides
for that. Notice for the workshop series is given three weeks in advance of
the
date scheduled. Any make-up session is conducted by Xxx Xxxxxxx for a fee of
$2000 and paid at the release of funds from the impound account.
-19-
Sales
meetings arc very important in order to evaluate each team member's progress,
to
discuss common issues or concerns and to allow Bankmark to monitor the group's
weekly follow-up. These meetings are mandatory and the Bank supports this
schedule and allows sales team members to attend (see attached). Exhibit #1.
E. DATABASE
MANAGEMENT AND COMPUTER EQUIPMENT
Each
Director provides the names of key contacts for potential shareholders, A rule
of thumb is that for every million dollars of capital needed, the Bank needs
1500 qualified names, which later become the Banks base for business development
activity. Bankmark works with each Organizer and member of-Bank
Management to develop a database sufficient to meet the capital requirements.
The Bank must provide sufficient physical space to accommodate the tactical
support staff,: computers and phones as well as necessary parking in a safe
area
for all staff.
Database
Ownership: Bankmark
develops and manages the database with text files in Microsoft Access 2000.
Upon
completion of the capitalization project, the Bank-
may
purchase MS Access (from any supplier) and Bankmark will transfer the data
files
to the Bank's computer upon final receipt
of all
monies owed on the contract; addendum, or extensions. If Bankmark changes the
database applications software during the capital campaign, the Bank may be
required to buy, from a computer supplier of their choice, a single-user version
of the new software. Upon receipt of final payment for the contract, Bankmark
will install its customized applications on the Bank's system only in the event
that the Bank has provided the required
software to complete the
conversion. During the duration of the project, Bankmark will instruct one
individual from the Bank; on how to access and retrieve data from the Bank's
files. This individual will be provided the security access code for the Bank's
files. No other Bank individual will have direct access to tits: files during
the stock sale campaign. This will insure that there will be little chance
of
contaminating or dancing the files. The Bank will be provided a "How-To Guide"
in the capabilities of their new database at the end of the project.
The
parties have executed this Addendum to be effective as of March 15, 2005 (the
"Start Date").
|
Bankmark
|
|
Patria
Corporation
|
|
/s/
XXX XXXXXX
|
|
/s/
XXXXX XXXXXX
|
|
Xxx
Xxxxxx, Owner
|
|
Xxxxx
Xxxxxx, Bank
Representative
|
-20-
The
Director's Pack
A
Series of interactive workshops
Facilitated
by Bankmark
Bankmark
is committed to preparing its clients to best formulate and implement the
strategies and actions which will ensure that the resources of the organizers
of
de novo banks are expended in the most efficient and cost effective fashion.
To
that end, as part of Bankmark's Capital Acquisition Program, we have developed
a
series of workshops which prepares the proposed Organizer/Director/Management
to
deal effectively with not only the placement of stock but the critical issues
and skills required to carry out their duties and responsibilities are
representatives of their shareholders and depositors.
The
series is designed to, raise the participant's awareness and guide, educate
and
expose them to the critical skills and competencies necessary to not only
successfully place the stock but to make sound decisions and lead the bank
to
profitability after it opens. Below is a brief description of each workshop.
wDirector
Orientation: (Workshop
#267-DO)
this
series of five workshops are designed to prepare the Organizers and officers
on
how to most effectively participate in the Capital Acquisition campaign. During
these sessions, we set the tone of the campaign and define the stock placement
methodology. The program is designed to enable the participant to become
comfortable with the tools available to them and to anticipate the prospective
shareholders questions and move comfortably to close the sale. The content
is
designed so that the "non-salesperson" will quickly reach a level of comfort
when discussing the bank's investment opportunity. The length of each session
is
approximately 4-6 hours and scheduled at the convenience of the client.
Session
#1—The Basics
• Sponsors,
criteria, profile and locations for an investment meeting
• The
anatomy of a typical investment meeting
• An
overview of the banking industry in the State
• Current
trends in community banking
• Selected
operating data of solid performing community banks
Session
#2—The Nitty-Gritty
• Developing
a common language
• Reaching
consensus on the approach to industry and local issues
• Commonly
asked questions (and the effective responses)
• Overcoming
objections to the sale
Session
#3—Closing Techniques (2-3
weeks into the campaign)
|
•
|
Progress
review and table exercises designed to share experiences and help
each
organizer to better present and interact with prospective shareholders
and
close the sale
|
-21-
Session
#4—Make up Session
|
•
|
For
those who may have missed a previous workshop or for those who what
a
"refresher".
|
|
•
|
A
special session for the organizer's "partner", (husband, wife, or
significant other). The organizer's "partner" may well be involved
in
hosting an investment meeting, developing lists of potential attendees,
etc. For those who may not be directly involved, at the very least
they
will be effected somewhat by the Organizer's time commitment during
the
stock sale. Therefore, it helps them to have some understanding of
the
commitment, process and implications pf the capital campaign (attendance
is optional and usually centered around a lunch). It is approximately
2 hours in length.
|
wDirector
101: (Workshop
#303)
designed
for the proposed director who has not previously been involved in guiding the
destiny of a financial institution. This is an overview utilizing workbooks,
supporting documents and regulatory guidelines, which enables the director
to
prepare for the duties and responsibilities they have accepted. The length
of
the session is approximately 4-6 hours.
The
critical issues covered:
|
•
|
Understanding
the operating environment
|
|
•
|
Working
with the regulators
|
|
•
|
Working
with and retaining quality management
|
|
•
|
Monitoring
operations
|
|
•
|
Operational
"Red Flags"
|
|
•
|
Committee
assignments
|
|
•
|
Understanding
the regulatory "Alphabet"
|
|
•
|
Serving
the community needs (CRA)
|
|
•
|
Continuing
director education
|
wCare
and Feeding of Your Directors: (Workshop
#313)
designed
for the officers and senior staff to help them deal effectively with the
organizing group both during the organizational phase as well as after the
bank
opens. For those who have been previously involved with a community bank board,
this serves as a review. For those who have not, it is basic training for better
understanding the motivations and mind-set of the type of individuals who are
typically the driving force behind a new bank. This is an exercise in developing
the most effective way to deal with your directors on a day to day basis. Length
of this session is approximately 3-4 hours.
The
core
topics:
|
•
|
Whose
bank is this anyway?
|
|
•
|
Two
different worlds
|
|
•
|
Is
there really a common vision?
|
|
•
|
What
do they bring to the table?
|
|
•
|
What
do I bring to the table?
|
|
•
|
Is
director education good or evil?
|
|
•
|
The
whole should be greater than the sum of the parts
|
-22-
wThe
Service Imperative: (Workshop
#156-SI[?])
designed
to focus the group's attention on the specific reality of delivering quality
service. So much is said about the promise of quality service, yet service
does
not develop in a vacuum. Through a series of group exercises, the organizers
and
officers look beyond
mere words and labels to reach consensus regarding the specific
standards and guidelines necessary to actually deliver
on the
service promise. The length of this session is approximately 5-6 hours.
Major topics:
|
•
|
What
does the customer what?
|
|
•
|
What
does the customer need?
|
|
•
|
What
are the barriers that must be overcome?
|
|
•
|
What
are the solutions that must be implemented?
|
|
•
|
Reaching
consensus
|
|
•
|
Gathering
and applying demographic and psychographic data
|
|
•
|
Developing
the marching orders
|
wDeveloping
the Brand Identity: (Workshop
#201-M)
This
six-hour workshop is designed to work through the process of naming the Bank
and
developing the Bank’s identity. We will take the participants through the
fundamental and principals associated with developing and defining the brand.
This workshop also covers the complexities of financial services marketing,
and
the importance of building a culture within the organization. The central issues
in this workshop are:
|
•
|
What’s
in a name; AKA the naming process
|
|
•
|
How
to define the brand and build brand culture into the
bank
|
|
•
|
How
to best understand and define who we
are
|
|
•
|
When
is local too hokey; it is a national product...financial
services
|
|
•
|
Conducting
a competitive analysis
|
|
•
|
Famous
brands: how they develop over time (i.e. Nike, Apple, Krispy Kreme,
Harley
Xxxxxxxx, XX)
|
|
•
|
The
Brand extends beyond the Logo
|
|
•
|
Where
community banks miss the xxxx in
branding
|
|
•
|
Marketing
Advertising Branding...which one is it
anyway?
|
wStrategic
Focus: (Workshop
#145-SF) [Optional]
designed
as the precursor to the development of a comprehensive strategic operating
plan.
This workshop takes the group through an overview of the critical components
of
a strategic plan. The group's regulatory application is used as a basis for
formulating the level of strategic thinking necessary to move the organization
from the speculative/formative stage to the implementation/realization stage.
This is a focus on the "how", rather than the "what" of an effective set of
marching orders. In addition, through a series of table exercises and group
discussions, the group reaches consensus on the importance of the critical
issues that will successfully drive the bank. The length of this session is
approximately 6 hours.
Central
Issues:
|
•
|
The
group's core values
|
|
•
|
The
group's vision
|
|
•
|
The
Mission statement
|
|
•
|
How
to define goals and objectives
|
|
•
|
The
Board's expectations
|
|
•
|
Management's
expectations
|
-23-
