EXHIBIT 10.60
PLUMAS BANK
DIRECTOR CONSULTING AGREEMENT
THIS AGREEMENT is made this 1st day of May, 2003, by and between Plumas Bank
(the "Company" or the "Bank") and Xxxxxx Xxxxxx (hereinafter referred to as the
"Consulting Director"), whose address is 00000 Xxxxxxxxx Xx., Xxxxxxx, 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.
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- 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 Consulting Director 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.
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 affliction.
(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
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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;
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
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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 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 XXXXXX PLUMAS BANK
"CONSULTING DIRECTOR" "COMPANY"
/s/ Xxxxxx Xxxxxx By: /s/ W.E. Xxxxxxx
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Title: President & C.E.O.
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